UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K/A-2





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





For the
fiscal year ended December 31,
2008.


or





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





For the
transition period from to  to





Commission
File Number:          000-52476





URANIUM 308
CORP.


(Exact
name of registrant as specified in its charter)





Nevada
                    
                    33-1173228(State
      or other jurisdiction of incorporation or
                      organization)
                    
                    (I.R.S.
      Employer Identification No.)2808 Cowan Circle
                      Las Vegas, Nevada
                    
                    89102
                      (Zip
      Code)(Address
      of principal executive offices)





1-866-892-5232


(Registrant’s
telephone number, including area code)





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





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





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


 ̈
Yes x
No





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.


 ̈
Yes x
No





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.


x
Yes  ̈
No





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.


 ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large
      accelerated filer      ̈
              Accelerated
      filer                 
       ̈Non-accelerated
      filer        ̈ (Do not check if
      a smaller reporting company)
              Smaller
      reporting company x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).


 ̈
Yes x
No





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter.  61,784,467 shares X $1.00 per share =
$61,784,467.





APPLICABLE
ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:





Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.


o Yes o No





(APPLICABLE
ONLY TO CORPORATE REGISTRANTS)





Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date.  105,894,467 shares of
common stock as of April 8, 2009.





Table
of Contents





USE OF NAMES
                              iiiCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
      STATEMENTS
                              iiiPart I
                              1Item
      1. Business
                              1Item
      1A. Risk Factors
                              5Item
      2. Properties
                              14Item
      3. Legal Proceedings
                              23Item
      4. Submission of Matters to a Vote of Security Holders
                              25Part II
                              25Item
      5. Market For Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                              25Item
      6. Selected Financial Data
                              28Item
      7. Management’s Discussion and Analysis of Financial Condition and Results
      of Operations
                              28Item
      8. Financial Statements and Supplementary Data
                              31Item
      9. Changes in and Disagreements with Accountants on Accounting and
      Financial Disclosure
                              32Item
      9A. Controls and Procedures
                              32Item
      9B. Other Information
                              34Part III
                              34Item
      10. Directors, Executive Officers, and Corporate
Governance
                              34Item
      11. Executive Compensation
                              38Item
      12. Security Ownership Of Certain Beneficial Owners And Management And
      Related Stockholder Matters
                              41Item
      13. Certain Relationships And Related Transactions, and Director
      independence
                              43Item
      14. Principal Accountant Fees And Services
                              44Part IV
                              45Item
      15. Exhibits, Financial Statements
                              45SIGNATURES
                              47Exhibit
      Index
                              48


ii


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.




iii




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





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


iv


PART
I





ITEM
1. BUSINESS





Year
of Organization and Former Business





Our
Company, Uranium 308 Corp., was incorporated in the State of Nevada on November
18, 2005, under the name Montagu Resources Corp.  Our common shares
were quoted for trading on the Over-the-Counter Bulletin Board (“OTCBB”) on
December 20, 2006, under the symbol “MTGU” and on March 15, 2007, our symbol
changed to “MNGU.”





The
Company initially acquired 100% of the rights, title and interest in a mining
claim representing 20 units in the Kamloops Mining Division in the province of
British Columbia, Canada, in November, 2005.  This property was
acquired through the Company’s then President and director, Sadru
Mohamed.  As mineral claims in British Columbia must be registered in
the name of a British Columbia resident, the claim was registered in Mr.
Mohamed’s name who agreed to hold the claim in trust on behalf of the
Company.  The claim was set for renewal on November 23, 2007, however
the Company has chosen to forfeit the claim in keeping with the change of focus
of the Company.  Coinciding with its merger and subsequent name
change, the Company determined to change its business direction from that of
being in the business of gold exploration to being one of uranium
exploration.  See “Corporate Development and Current
Business” below.





Corporate
Development and Current Business





On July
2, 2007, we completed a merger with our wholly owned subsidiary, Uranium 308
Corp.  As a result, we changed our name from “Montagu Resources Corp.”
to “Uranium 308 Corp.” and our trading symbol on the OTCBB was changed to
“URCO.”





In
addition, effective July 2, 2007, we effected a one and one-half of one (1.5)
for one (1) forward stock split of our authorized, issued, and outstanding
common stock.  As a result, our authorized capital has increased from
2,500,000,000 shares of common stock with a par value of $0.00001 and
100,000,000 shares of preferred stock with a par value of $0.00001 to
3,750,000,000 shares of common stock with a par value of $0.00001 and
100,000,000 shares of preferred stock with a par value of
$0.00001.  Our issued and outstanding share capital has increased from
150,275,000 shares of common stock to 225,412,500 shares of common
stock.  However, effective July 27, 2007, Mr. Dennis Tan, our
President, CEO, and a Director, and Mr. Ka Yu, our then Secretary, Treasurer,
and a Director, who held in aggregate 187,500,000 post forward stock split
shares of common stock of the Company, have voluntarily agreed to surrendered
for cancellation in aggregate 166,500,000 shares of common stock in order to
encourage equity investment into the Company.  Mr. Dennis Tan
voluntarily agreed to surrender for cancellation 96,500,000 of the 112,500,000
post forward stock split shares registered in his name and Mr. Ka Yu voluntarily
agreed to surrender for cancellation 70,000,000 of the 75,000,000 post forward
stock split shares registered in his name.  The cancellation of these
166,500,000 shares reduced the issued and outstanding shares from 225,412,500 to
58,912,500 as of July 27, 2007.





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




1




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




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





On
September 27, 2007, the Company closed the Share Purchase Agreement, whereby the
Company indirectly acquired two exploration licenses identified by license
numbers 12207X effective through November 14, 2009, and 11317X effective through
February 19, 2009, which has been renewed to Feb. 19, 2012, and which are owned
by Tooroibandi.  The two licenses comprise the 196.38 sq. kilometers
Janchivlan Property, which is located approximately 70 kilometers southeast of
Ulaanbaatar, the capital of Mongolia.  Exploration work has begun on
the Janchivlan Property.  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.




2





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 exists on our properties
and further exploration will be required before a final evaluation as to the
economic feasibility is determined.





Principal
Products





At this
time we do not have any product for sale as we are in the beginning stages of
our exploration and development of the uranium mineral property to which we have
indirectly acquired the exploration licenses.





Competition





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





In
identifying and acquiring mineral resource properties, we compete with many
companies possessing greater financial resources and technical
facilities.  Competition could adversely affect our ability to acquire
suitable prospects for exploration in the future.





Licenses





Our development
and exploration activities in Mongolia require permits from various government
authorities, and are subject to federal, state and local laws and regulations
governing prospecting, development, production, exports, taxes, labour
standards, occupational health and safety, mine safety and other matters. Such
laws and regulations are subject to change, can become more stringent and
compliance can therefore become more costly.




3





We
believe that we hold or have the rights to all necessary licences and permits
under applicable laws and regulations and believe we are presently complying in
all material respects with the terms of such licences and permits. However, such
licences and permits are subject to change in various circumstances. There can
be no guarantee that we will be able to maintain or obtain all necessary
licences and permits that may be required to explore and develop our current
property, commence construction or continue operation of mining
facilities.





We
believe that title to our current property is in good standing, however, this
should not be construed as a guarantee of title to such property.





Environmental
Laws





Environmental
legislation will affect nearly all aspects of our operations. Compliance with
environmental legislation can require significant expenditures and failure to
comply with environmental legislation may result in the imposition of fines and
penalties, clean up costs arising out of contaminated properties, damages and
the loss of important permits.





Environmental
laws and regulations are evolving in all jurisdictions.  We are not
able to determine the specific impact that future changes in environmental laws
and regulations may have on our operations and activities, and its resulting
financial position; however, we anticipate that capital expenditures and
operating expenses may increase in the future as a result of the implementation
of new and increasingly stringent environmental regulation. Further changes in
environmental laws, new information on existing environmental conditions or
other events, including legal proceedings based upon such conditions or an
inability to obtain necessary permits, could require increased financial
reserves or compliance expenditures or otherwise have a material adverse effect
on us.





Employees





At
present, we have no full-time employees.  Mr. Dennis Tan, our
President and CEO, will devote about 90% of his time or 36 hours per week to our
operations and Mr. Anthony Tam, our current Secretary and Treasurer, will devote
about 90% of his time or 36 hours per week to our
operations.  Effective August 1, 2007, we entered into a management
agreement with Mr. Dennis Tan to provide the general services of acting as our
President and CEO as well as other specific services for a period of three years
in exchange for a base fee of $10,000 per month among other terms and provisions
as more fully detailed in the management agreement, which is incorporated herein
by reference to Exhibit 10.1 filed on our Form 10-QSB on EDGAR on August 20,
2007.  We do not have any employment agreement with Mr. Anthony
Tam.  We presently do not have pension, health, annuity, insurance,
stock options, profit sharing, or similar benefit plans; however, we may adopt
plans in the future.  There are presently no personal benefits
available to our officers and directors.  Mr. Dennis Tan will handle
our administrative duties.  Because our officers and directors are
inexperienced with exploration, they will hire qualified persons to perform the
surveying, exploration, and excavating of our properties.





Transfer
Agent





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





Available
Information





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




4





ITEM
1A. RISK FACTORS





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





RISKS
ASSOCIATED WITH MINING





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





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





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





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





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




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




5




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




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




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




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




Experience,
knowledge and careful evaluation may not be able to overcome the many risks
associated with exploration, development and production.  Our
operations are always subject to inherent hazards and risks in the exploration
for mineral resources.  Discovery of a mineral resource in
commercially exploitable quantities, could subject our operations to all of the
inherent hazards and risks associated with the development and production of
resources, including liability for pollution, cave-ins or similar hazards
against which we cannot or may not elect to insure.  Such events may
result in work stoppages and damage to property, including damage to the
environment.  It is not always possible to obtain insurance against
all such risks and the Company may decide not to insure against certain risks as
a result of high premiums or other reasons.  The incurrence of an
event that is not fully covered, or covered at all, by insurance, could have a
material adverse effect on the Company’s financial conditions, results of
operations and cash flows and could lead to a decline in the value of the
securities of the Company. Currently, we do not maintain adequate insurance
coverage against operating hazards.  Payment for any liability that
arises from such occurrences may have a material adverse effect on the
Company.





Mineral
prices are subject to dramatic and unpredictable fluctuations.





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


6


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





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





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





There
can be no assurance that the interests held by the Company in its exploration
properties are free from defects.





The
Company has investigated its rights to explore and exploit its various
properties and, to the best of its knowledge, those rights are in good standing
but no assurance can be given that such rights will not be revoked, or
significantly altered, to the detriment of the Company.  There can
also be no assurance that the Company’s rights will not be challenged or
impugned by third parties.





Licenses
and permits are subject to renewal and various uncertainties.





The
Company’s mineral exploration licenses are subject to periodic
renewal.  While the Company anticipates that renewals will be given as
and when sought, there is no assurance that such renewals will be given as a
matter of course and there is no assurance that new conditions will not be
imposed in connection therewith.





The
Company’s business objectives may also be impeded by the costs of holding its
mineral exploration licenses.  License fees in Mongolia for mineral
exploration licenses increase substantially upon renewal.  The Company
will need to continually assess the mineral potential of each mineral
exploration license, particularly when it must be renewed, to determine if the
costs of maintaining the mineral exploration license are justified by the
exploration results to date.  The Company will require mining licenses
in order to conduct mining operations and there can be no assurance that such
licenses will be obtained on terms favorable to the Company or at
all.





An
increase in industry demand may create a shortage of mining
equipment.





Any
increase in growth of global mining and mineral exploration activities may
create a demand for mining equipment and related services that may outpace
supply.  As a result, future operations could be adversely affected if
the Company encounters difficulties obtaining access to equipment and services
on a timely basis.  In the event that the Company is unable to secure
required mining equipment and services on a timely basis, exploration and
development activities, production, productivity and costs could be negatively
affected.


7


RISKS
RELATED TO OUR COMPANY





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





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





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





Our
business is difficult to evaluate because we have a limited operating
history.





In
considering whether to invest in our common stock, you should consider that our
inception was November 18, 2005, and, as a result, there is only limited
historical financial and operating information available on which to base your
evaluation of our performance.





As
part of our growth strategy, we intend to acquire additional mineral exploration
properties.





Such
acquisitions may pose substantial risks to our business, financial condition,
and results of operations.  In pursuing acquisitions, we will compete
with other companies, many of which have greater financial and other resources
to acquire attractive properties.  Even if we are successful in
acquiring additional properties, some of the properties may not produce positive
results of exploration, or we may not complete exploration of such prospects
within specified time periods may cause the forfeiture of the lease in that
prospect.  There can be no assurance that we will be able to
successfully integrate acquired properties, which could result in substantial
costs and delays or other operational, technical, or financial
problems.  Further, acquisitions could disrupt ongoing business
operations.  If any of these events occur, it would have a material
adverse effect upon our operations and results from operations.





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





Since
incorporation, the Company has not generated any revenue and we will continue to
incur operating expenses without revenues until we are in commercial
deployment.  Our net loss from inception (November 18, 2005) to
December 31, 2008, was $11,706,792.  We had cash reserves of $28,997
as of December 31, 2008.  Successful exploration of our licensed
properties and development of our business cannot be
assured.  Circumstances raise significant doubt about our ability to
continue as a going concern as described in an explanatory paragraph to our
registered independent auditors’ report on our audited financial statements,
dated December 31, 2008.  If we are unable to continue as a going
concern, investors will likely lose their investment in the
Company.




8





There
can be no assurance that the Company will be capable of raising the additional
funding that it needs to carry out its development and exploration
objectives.





The
further development and exploration of the Company’s mineral properties depends
upon its ability to obtain financing through capital markets, or other
means.  There is no assurance that the Company will be successful in
obtaining financing as and when needed.  Unfavorable market conditions
may make it difficult or impossible for the Company to obtain debt financing or
equity financing on acceptable terms or at all.  The Company operates
in a region of the world that has a tendency to be politically and economically
unstable, which may make it more difficult for the Company to obtain debt
financing from project lenders.  Failure to obtain additional
financing on a timely basis may cause the Company to postpone its development
plans, forfeit rights in some or all of its properties or joint ventures or
reduce or terminate some or all of its operations.





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





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





Certain
directors of the Company are directors or officers of, or have significant
shareholdings, in other mineral resource companies and there is the potential
that such directors will encounter conflicts of interest with the
Company.





Certain
of the directors of the Company are directors or officers of, or have
significant shareholdings in, other mineral resource companies and, to the
extent that such other companies may participate in ventures in which the
Company may participate, the directors of the Company may have a conflict of
interest in negotiating and concluding terms respecting the extent of such
participation.





In all
cases where directors and officers have an interest in another resource company,
such other companies may also compete with the Company for the acquisition of
mineral property rights.  In the event that any such conflict of
interest arises, a director who has such a conflict will disclose the conflict
to a meeting of the directors of the Company and will abstain from voting for or
against the approval of such a participation or such terms.  In
appropriate cases, the Company will establish a special committee of independent
directors to review a matter in which several directors, or management, may have
a conflict.




9





We
are controlled by a small number of shareholders and their affiliated entities
and their interests may not be aligned with the interests of our other
shareholders.





Our
directors and executive officers and affiliates of the Company collectively
control approximately 41.6% of our outstanding common shares as of December 31,
2008.  These stockholders, if they act together, will be able to
influence our management and affairs and all matters requiring stockholder
approval, including the election of directors and approval of significant
corporate transactions.  The concentration of ownership of these
shareholders may discourage, delay or prevent a change in control of our
company, which could deprive our shareholders of an opportunity to receive a
premium for their shares as part of a sale of our company and might reduce the
price of our common shares.  These actions may be taken even if they
are opposed by our other shareholders.  In cases where the interests
of our significant shareholders are aligned and they vote together, these
shareholders may also have the power to prevent or cause a change in
control.  In addition, these shareholders could divert business
opportunities from us to themselves or others.





The
Company does not have experience in placing properties into
production.





The
Company has no experience in placing mineral properties into production, and its
ability to do so will be dependent upon using the services of appropriately
experienced personnel or entering into agreements with other major resource
companies that can provide such expertise.  There can be no assurance
that the Company will have available to it the necessary expertise to take a
mineral deposit into production.





Foreign
currency fluctuations could affect expenses and any future
earnings.





The
Company carries out exploration activities in Mongolia that render it subject to
foreign currency fluctuations.  While the Company minimizes the risks
associated with foreign currency fluctuations by holding essentially all of its
cash and short-term investments in U.S. dollars rather than the local currency,
to the extent that its operations in Mongolia are carried out using the local
currency, any appreciation of such local currency relative to the U.S. dollar
could have an adverse impact on the Company’s financial position.





The
Company may be unable to enforce its legal rights in certain
circumstances.





In the
event of a dispute arising at or in respect of, the Company’s foreign
operations, the Company may be subject to the exclusive jurisdiction of foreign
courts or may not be successful in subjecting foreign persons to the
jurisdiction of courts in the United States or other
jurisdictions.  The Company may also be hindered or prevented from
enforcing its rights with respect to a governmental entity or instrumentality
because of the doctrine of sovereign immunity.





A
majority of our directors and officers are outside the United States, with the
result that it may be difficult for investors to enforce within the United
States any judgments obtained against us or any of our directors or
officers.





A
majority of our directors and officers are nationals and/or residents of
countries other than the United States, and all or a substantial portion of such
persons' assets are located outside the United States.  As a result,
it may be difficult for investors to effect service of process on our directors
or officers, or enforce within the United States any judgments obtained against
us or our officers or directors, including judgments predicated upon the civil
liability provisions of the securities laws of the United States or any state
thereof.  Consequently, you may be effectively prevented from pursuing
remedies under U.S. federal securities laws against them.


10


RISKS
ASSOCIATED WITH OUR COMMON STOCK





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





Our
Common Stock is quoted on the OTC Bulletin Board.  Trading of stock on
the OTC Bulletin Board is often thin and characterized by wide fluctuations in
trading prices due to many factors that may not correlate with our operations or
business prospects.  This volatility could depress the market price of
our Common Stock for reasons unrelated to operating
performance.  Moreover, the OTC Bulletin Board is not a stock exchange
and trading of securities on the OTC Bulletin Board is often more sporadic than
the trading of securities on a quotation system like Nasdaq or a stock exchange
like the New York Stock Exchange.  Accordingly, our shareholders may
have difficulty reselling some or all of their shares.





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





The
Securities and Exchange Commission has defined “penny stock” under Rule 3a51-1
and as such our stock is penny stock.  Our securities are covered by
the penny stock rules, Rule 15g-9, which imposes additional sales practice
requirements, including disclosure requirements, on broker-dealers who sell to
persons other than established customers and “accredited
investors”.  The disclosure requirements may have the effect of
reducing the level of trading activity in the secondary market for stock that is
subject to the penny stock rules.  The penny stock rules may affect
the ability of broker-dealers to trade our securities.  We believe
that the penny stock rules discourage investor interest in, and limit the
marketability of, our Common Stock.





In
addition, the Financial Industry Regulatory Authority has adopted rules that
require a broker/dealer, when recommending an investment to a customer, to have
reasonable grounds for believing that the investment is suitable for that
customer.  Prior to recommending speculative low priced securities to
their non-institutional customers, broker/dealers must make reasonable efforts
to obtain information about the customer’s financial status, tax status,
investment objectives and other information.  Interpretations of these
rules suggest that there is a high probability that speculative low-priced
securities will not be suitable for some customers.  The Financial
Industry Regulatory Authority requirements make it more difficult for
broker/dealers to recommend that their customers buy our common stock, which may
limit your ability to buy and sell our stock.





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





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





Additional
issuances of equity securities may result in dilution to our existing
stockholders.  Our Articles of Incorporation authorize the issuance of
3,750,000,000 shares of Common Stock.





The Board
of Directors has the authority to issue additional shares of our capital stock
to provide additional financing in the future and the issuance of any such
shares may result in a reduction of the book value or market price of the
outstanding shares of our common stock.  If we do issue any such
additional shares, such issuance also will cause a reduction in the
proportionate ownership and voting power of all other
stockholders.  As a result of such dilution, if you acquire shares of
our Common Stock, your proportionate ownership interest and voting power could
be decreased.  Further, any such issuances could result in a change of
control.




11





RISKS
RELATED TO DOING BUSINESS IN MONGOLIA





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





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





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





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





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





Lack
of infrastructure in proximity to our mineral properties could adversely affect
mining feasibility.





The
properties we hold mineral interests in are located in extremely remote areas
which currently lack basic infrastructure, including sources of electric power,
water, housing, food and transport, necessary to develop and operate a major
mining project.  While the Company has established the limited
infrastructure necessary to conduct its current exploration and development
activities, substantially greater sources of power, water, physical plant and
transport infrastructure in these areas will need to be established before the
Company can conduct mining operations.  Lack of availability of the
means and inputs necessary to establish such infrastructure may adversely affect
mining feasibility.  Establishing such infrastructure will, in any
event, require significant financing, identification of adequate sources of raw
materials and supplies and necessary approvals from national and regional
governments, none of which can be assured.




12





The
Company’s business may be subject to legal risk.





The legal
framework in Mongolia is, in many instances, based on recent political reforms
or newly enacted legislation, which may not be consistent with long-standing
local conventions and customs.  As a result, there may be ambiguities,
inconsistencies and anomalies in the agreements, licenses and title documents
upon which the Company holds its interests in Mongolia, or the underlying
legislation upon which those interests are based, which are atypical of more
developed legal systems and which may affect the interpretation and enforcement
of the Company’s rights and obligations.  Local institutions and
bureaucracies responsible for administrating laws may lack a proper
understanding of the laws or the experience necessary to apply them in a modern
business context.  Many laws have been enacted, but in many instances
they are neither understood nor enforced and may be applied in an inconsistent,
arbitrary and unfair manner, while legal remedies may be uncertain, delayed or
unavailable.  For decades Mongolians have looked to politicians and
bureaucrats as the sources of the “law”.  This has changed in theory,
but often not in practice.  With respect to most day-to-day activities
in Mongolia government civil servants interpret, and often effectively make, the
law.  This situation is gradually changing but at a relatively slow
pace.  Accordingly, while the Company believes that it has taken the
legal steps necessary to obtain and hold its property and other interest in
Mongolia, there can be no guarantee that such steps will be sufficient to
preserve those interests.





Recent
and future amendments to Mongolian laws could adversely affect our mining rights
in Mongolia or make it more difficult or expensive to develop our project and
carry out mining.





In 2006,
Mongolia implemented revisions to its minerals laws.  These revisions
continue to preserve the substance of the original minerals laws, which was
drafted with the assistance of Western legal experts and is widely regarded as
progressive, internally consistent and effective legislation, but the revisions
have also increased the potential for political interference and weakened the
rights of mineral holders in Mongolia.  A number of the provisions
will require further clarification from the Government of Mongolia about the
manner in which the Government intends to interpret and apply the relevant law,
which could have a significant effect on the Company’s Mongolian
properties.  In addition, representatives of the newly installed
government in Mongolia have recently stated that they are contemplating further
amendments to the Mining Law.





The
Mongolian Government has, in the past, expressed its strong desire to foster,
and has to date protected the development of, an enabling environment for
foreign investment.  However, there are political constituencies
within Mongolia that have espoused ideas that would not be regarded by the
international mining industry as conducive to foreign investment if they were to
become law or official government policy.  The Company has no reason
to believe that the Government of Mongolia intends to sponsor or that the
Mongolian Parliament intends to enact amendments to its minerals law or other
legislation that would be materially adverse to the interests of international
investors in Mongolia’s mining sector, including those of the
Company.  As a burgeoning democracy, Mongolia has recently
demonstrated a degree of political volatility.  Accordingly, until
these issues are addressed and clarified, there can be no assurance that the
present government or a future government will refrain from enacting legislation
or adopting government policies that are adverse to the Company’s interests or
that impair the Company’ ability to develop and operate its properties on the
basis presently contemplated.




13





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 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.


14







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.


15


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.


16


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).


17








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.


18


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.


19


·
            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.


20


Hole
UDH-08-06, was drilled at -45 degrees, due North to a total depth of 530
meters.  Significant radioactivity was encountered in three zones, at
50.5 meters, 150 meters, and 284 meters.  Apparent thicknesses are 10
meters, 7.5 meters, and 10 meters respectively.





The
Company drilled a one hole in diamond core drilling program to a total depth of
495 meters on the North Block target from August 19 – 27, 2008.  A
number of zones of significant radioactivity were encountered.





Hole
EDH-08-01 was drilled at -45 degrees, North 25 degrees East and encountered
anomalous radioactivity in sixteen separate locations in the
hole.  Apparent thicknesses generally vary from 1 meter to as much as
8 meters.  Two notable radioactive zones include a 23-meter thick zone
at 27 meters depth that we believe coincides with significant uranium
mineralization encountered in the 2007 drill program.  In the other
zone, located at 415 meters, the drill encountered an apparent thickness of 5
meters of 20 times background.  This second zone is one that has not
been encountered before in trenching or drilling, either during the 2007 program
or by previous operators.  The high radioactivity in this new zone is
very encouraging and the zone will be tested again in the next drill
hole.





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





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





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





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





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





JANCHIVLAN 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


21





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.


22


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.


23


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.


24


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:





(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. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS





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





PART
II





ITEM
5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES





General





We are
authorized to issue 3,750,000,000 shares of common stock, at a par value of
$0.00001 per share and 100,000,000 shares of preferred stock with a par value of
$0.00001 per share.  As of March 31, 2009, there are 105,894,467
shares of Common Stock issued and outstanding and no preferred shares have been
issued or are outstanding.  The number of record holders of Common
Stock as of March 31, 2009, is approximately 96.





Market
Information





The
Company’s Common Stock is traded on FINRA 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:


25





Quarter Ended
                    
                    High ($)
                    
                    
                    Low ($)December
      31, 2008
                    
                    $
                    0.11
                    
                    
                    $
                    0.03September
      30, 2008
                    
                    $
                    1.00
                    
                    
                    $
                    0.06June
      30, 2008
                    
                    $
                    1.24
                    
                    
                    $
                    0.65March
      31, 2008
                    
                    $
                    1.75
                    
                    
                    $
                    1.01December
      31, 2007
                    
                    $
                    3.01
                    
                    
                    $
                    1.06September
      30, 2007
                    
                    $
                    2.49
                    
                    
                    $
                    1.56June
      30, 2007
                    
                    
                    N/A
                    
                    
                    
                    N/AMarch
      31, 2007
                    
                    
                    N/A
                    
                    
                    
                    N/A





On March
31, 2009, the Company’s Common Stock closed at price of $0.04.





Dividend
Policy





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





Securities
Authorized for Issuance Under Equity Compensation Plans





The
following table sets forth information as of the end of the fiscal year ended
December 31, 2008, with respect to compensation plans (including individual
compensation arrangements) under which equity securities of the Company are
authorized for issuance, aggregated as follows: (i) all compensation plans
previously approved by security holders; and (ii) all compensation plans not
previously approved by security holders.





Plan category
                    
                    Number of securities to
                      be issued 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)
                    
                    5,100,000
      shares upon
                      exercise
      of stock options
                    
                    
                    $1.60
      per share
                    
                    
                    4,900,000
      stock optionsTotal
                    
                    
                    5,100,000
                    
                    
                    $
                    1.60
                    
                    
                    
                    4,900,000





Notes:


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


26


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.


27


In the
event an optionee dies during the term of the option and is at the time of his
death an Employee who shall have been in continuous status as an Employee since
the date of grant of the option, the option may be exercised at any time within
six (6) months following the date of death by the optionee's estate or by a
person who acquired the right to exercise the option by bequest or inheritance,
but only to the extent that an optionee was entitled to exercise the option on
the date of death, or if the optionee's estate, or person who acquired the right
to exercise the option by bequest or inheritance, does not exercise such option
(which he was entitled to exercise) within the time specified herein, the option
shall terminate.  In no event may the period of exercise in the case
of an incentive option extend more than six (6) months beyond the date of the
Employee's death.





Except to
the extent otherwise expressly provided in an award, the right to acquire shares
or other assets under the Stock Option Plan may not be assigned, encumbered or
otherwise transferred by an optionee and any attempt by an optionee to do so
will be null and void.  However Stock Options and Incentives granted
under this Stock Option Plan may be transferred by an optionee by will or the
laws of descent and distribution or pursuant to a qualified domestic relations
order as defined by the Internal Revenue Code or Title I of the Employee
Retirement Income Security Act, as amended, or the rules
thereunder.  Unless assigned in accordance with the terms of an award,
options and other awards granted under this Stock Option Plan may not be
exercised during an optionee's lifetime except by the optionee or, in the event
of the optionee's legal incapacity, by his guardian or legal representative
acting in a fiduciary capacity on behalf of the optionee under state law and
court supervision.





Recent
Sales of Unregistered Securities





Not
Applicable.





Purchase
of Equity Securities by the Company and Affiliated Purchasers





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





ITEM
6. SELECTED FINANCIAL DATA





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





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





You
should read the following plan of operation together with our financial
statements and related notes appearing elsewhere in this annual
report.  This plan of operation contains forward-looking statements
that involve risks, uncertainties, and assumptions.  The actual
results may differ materially from those anticipated in these forward-looking
statements as a result of certain factors, including, but not limited to, those
presented under “Item 1A. Risk
Factors”elsewhere in this
annual report.





Overview





In
November, 2005, Sadru Mohamed, our former President and a former member of the
Board of Directors acquired one mineral property containing six mining claims in
British Columbia, Canada by arranging the staking of the same through James W.
McLeod, a non-affiliated third party.  Mr. McLeod staked the claim as
an agent of Omega Exploration Services, Inc.  As of November 23, 2007,
we have forfeited our claim to this property and now focus on searching for
mineral bodies containing uranium.  We intend to explore mineral
properties in Mongolia and other regions, which may result in the acquisition of
other entities that own certain mineral rights or exploration
licenses.


28


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.


29


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





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





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





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





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





Limited
Operating History; Need for Additional Capital





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





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





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





Liquidity
and Capital Resources





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


30


On June
5, 2008, we received gross proceeds of $15,000 from one investor for the
subscription of 20,000 units a price of $0.75 per unit.  Each unit
consists of one share of common stock of the Company and one-half of one share
purchase warrant, with each whole warrant entitling the holder to purchase one
additional share of common stock of the Company at $1.50 per warrant share until
two years from the date of issuance of the share purchase warrants.





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





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





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





As of
December 31, 2008, our total assets were $87,049,245; our total liabilities were
$17,727,755; and, we had cash resources of $28,997.





Results
of Operation





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





Net Operating
Losses.  As of December 31, 2008, the Company has a net
operating loss carry forward of approximately $11,706,792 which will expire 19
years from the date the loss was incurred.





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




Off-Balance
Sheet Arrangements





The
Company has no off-balance sheet arrangements.


31




ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  URANIUM
308 CORP. AND SUBSIDIARIES
 (FORMERLY
MONTAGU RESOURCES CORP.)
 (AN
EXPLORATION STAGE COMPANY)
 INDEX
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2008, AND 2007 (RESTATED)
 
 Report
      of Registered Independent Auditors
                  F-2Consolidated
      Financial Statements-Consolidated
      Balance Sheets as of December 31, 2008, and 2007
                  F-3Consolidated
      Statements of Operations and Comprehensive Income for the
      Years  Ended December 31, 2008, 2007 and Cumulative from
      Inception
                  F-4Consolidated
      Statements of Stockholders’ Equity for the Years Ended December 31, 2008,
      2007, and Cumulative from Inception
                  F-5Consolidated
      Statements of Cash Flows for the Years Ended  December 31, 2008,
      2007, and Cumulative from Inception
                  F-6Notes
      to Consolidated Financial Statements December 31, 2008, and
      2007
                  F-8
  F-1
 
 REPORT
OF REGISTERED INDEPENDENT AUDITORS
 
 To the
Board of Directors and Stockholders of
 Uranium
308 Corp.:
 
 We have
audited the accompanying consolidated balance sheets of Uranium 308 Corp. (a
Nevada corporation in the exploration stage and formerly Montagu Resources
Corp.) and subsidiaries as of December 31, 2008, and 2007, and the related
consolidated statements of operations and comprehensive income, stockholders’
equity, and cash flows for the years then ended, and cumulative from inception
(November 18, 2005) through December 31, 2008. These consolidated financial
statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the consolidated financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control
over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
 
 In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Uranium 308 Corp. as of
December 31, 2008, and 2007, and the results of its operations and its cash
flows for the periods then ended, and cumulative from inception (November 18,
2005) through December 31, 2008, in conformity with accounting principles
generally accepted in the United States of America.
 
 The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company is in the exploration stage, and
has not established any source of revenue to cover its operating costs. As such,
it has incurred an operating loss since inception. Further, as of December 31,
2008, and 2007, the cash resources of the Company were insufficient to meet its
planned business objectives. These and other factors raise substantial doubt
about the Company’s ability to continue as a going concern. Management’s plan
regarding these matters is also described in Note 2 to the financial statements.
The consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
 
 As
discussed in Note 3 to the consolidated financial statements, an error in the
determination of the fair value of the issuance of 12,000,000 shares of common
stock in connection with a Share Purchase Agreement between the Company and
Mongolia Metals Limited whereby the Company acquired a 10 percent interest in
Mongolia Metals Limited, which amounted to $14,384,928, and in the recording of
additional paid-in capital in the amount of $14,384,928, were determined by
management of the Company. According, the consolidated financial statements as
of and for the period ended December 31, 2008, have been restated to correct the
error.
 
 Respectfully
submitted,
 
 /s/ Davis
Accounting Group P.C.
 
 Cedar
City, Utah,
 April 13,
2009, except for Note 3, for
 which the
date is November 17, 2009.
 
 F-2
  URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 CONSOLIDATED
BALANCE SHEETS (NOTE 2)
 AS
OF DECEMBER 31, 2008, AND 2007 (RESTATED) (NOTE 3)
 
 2008
                        
                        
                        2007ASSETSCurrent
      Assets:Cash
      and cash equivalents
                        
                        $
                        28,997
                        
                        
                        $
                        154,019Prepaid
      expenses and deposit
                        
                        
                        168,908
                        
                        
                        
                        120,358Total
      current assets
                        
                        
                        197,905
                        
                        
                        
                        274,377Property
      and Equipment:Computer
      and office equipment
                        
                        
                        9,290
                        
                        
                        
                        29,898Field
      equipment
                        
                        
                        6,405
                        
                        
                        
                        11,574Vehicles
                        
                        
                        4,816
                        
                        
                        
                        41,78020,511
                        
                        
                        
                        83,252Less
      - Accumulated depreciation
                        
                        
                        (19,171
                        )
                        
                        
                        (2,848
                        )Net
      property and equipment
                        
                        
                        1,340
                        
                        
                        
                        80,404Other
      Assets:Mineral
      property licenses
                        
                        
                        72,450,000
                        
                        
                        
                        49,150,000Investment
      in affiliated company - 10% equity interest
                        
                        
                        14,400,000
                        
                        
                        
                        -Total
      other assets
                        
                        
                        86,850,000
                        
                        
                        
                        49,150,000Total
      Assets
                        
                        $
                        87,049,245
                        
                        
                        $
                        49,504,781LIABILITIES AND STOCKHOLDERS'
      EQUITYCurrent
      Liabilities:Accounts
      payable - Trade
                        
                        $
                        1,118,034
                        
                        
                        $
                        397,232Accrued
      liabilities
                        
                        
                        39,103
                        
                        
                        
                        20,000Contract
      payable - Mineral properties contract
                        
                        
                        14,200,000
                        
                        
                        
                        -Loans
      from stockholders
                        
                        
                        1,985,888
                        
                        
                        
                        -Due
      to related parties
                        
                        
                        384,730
                        
                        
                        
                        86,735Total
      current liabilities
                        
                        
                        17,727,755
                        
                        
                        
                        503,967Total
      liabilities
                        
                        
                        17,727,755
                        
                        
                        
                        503,967Commitments
      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 and 87,604,467 shares issued and outstanding in
      2008 and 2007, respectively
                        
                        
                        1,059
                        
                        
                        
                        876Additional
      paid-in capital
                        
                        
                        80,989,094
                        
                        
                        
                        51,748,935Donated
      capital
                        
                        
                        14,625
                        
                        
                        
                        14,625Other
      accumulated comprehensive income
                        
                        
                        23,504
                        
                        
                        
                        2,643(Deficit)
      accumulated during the exploration stage
                        
                        
                        (11,706,792
                        )
                        
                        
                        (2,766,265
                        )Total
      stockholders' equity
                        
                        
                        69,321,490
                        
                        
                        
                        49,000,814Total
      Liabilities and Stockholders' Equity
                        
                        $
                        87,049,245
                        
                        
                        $
                        49,504,781
 
 The
accompanying notes to consolidated financial statements are
 an
integral part of these consolidated balance sheets.
  F-3
 
 URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) (NOTE 2)
 FOR
THE YEAR ENDED DECEMBER 31, 2008, AND 2007, AND
 CUMULATIVE
FROM INCEPTION (NOVEMBER 18, 2005)
 THROUGH
DECEMBER 31, 2008 (RESTATED) (NOTE 3)
 
 Year Ended
                        
                        
                        CumulativeDecember31,
                        
                        
                        From2008
                        
                        
                        2007
                        
                        
                        InceptionRevenues
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -Expenses:Stock-based
      compensation
                        
                        
                        5,942,842
                        
                        
                        
                        1,175,684
                        
                        
                        
                        7,118,526Geological
      exploration
                        
                        
                        1,727,150
                        
                        
                        
                        730,066
                        
                        
                        
                        2,457,216General
      and administrative
                        
                        
                        947,089
                        
                        
                        
                        619,852
                        
                        
                        
                        1,570,862Professional
      fees
                        
                        
                        265,049
                        
                        
                        
                        189,523
                        
                        
                        
                        490,672Donated
      services
                        
                        
                        -
                        
                        
                        
                        3,000
                        
                        
                        
                        9,750Depreciation
                        
                        
                        16,323
                        
                        
                        
                        2,848
                        
                        
                        
                        19,171Donated
      rent
                        
                        
                        -
                        
                        
                        
                        1,500
                        
                        
                        
                        4,875Impairment
      of mineral property costs
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        3,542Total
      general and administrative expenses
                        
                        
                        8,898,453
                        
                        
                        
                        2,722,473
                        
                        
                        
                        11,674,614(Loss)
      from Operations
                        
                        
                        (8,898,453
                        )
                        
                        
                        (2,722,473
                        )
                        
                        
                        (11,674,614
                        )Other
      Income (Expense):Other
      income
                        
                        
                        26
                        
                        
                        
                        9,896
                        
                        
                        
                        9,922Loss
      on disposal of property and equipment
                        
                        
                        (42,100
                        )
                        
                        
                        -
                        
                        
                        
                        (42,100
                        )Provision
      for income taxes
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Net
      (Loss)
                        
                        $
                        (8,940,527
                        )
                        
                        $
                        (2,712,577
                        )
                        
                        $
                        (11,706,792
                        )Comprehensive
      (Loss):Foreign
      currency translation
                        
                        
                        20,861
                        
                        
                        
                        2,643
                        
                        
                        
                        23,504Total
      Comprehensive (Loss)
                        
                        $
                        (8,919,666
                        )
                        
                        $
                        (2,709,934
                        )
                        
                        $
                        (11,683,288
                        )(Loss)
      Per Common Share:(Loss)
      per common share - Basic and Diluted
                        
                        $
                        (0.09
                        )
                        
                        $
                        (0.02
                        )Weighted Average Number of
      Common Shares Outstanding - Basic and
      Diluted
                        
                        
                        104,085,915
                        
                        
                        
                        161,116,534
 
 The
accompanying notes to consolidated financial statements are
 an
integral part of these consolidated statements.
  F-4
  URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY (NOTE 2)
 FOR
THE PERIODS FROM INCEPTION (NOVEMBER 18, 2005)
 THROUGH
DECEMBER 31, 2008 (RESTATED) (NOTE 3)
 
 (Deficit)Accumulated
                            
                            
                            AccumulatedAdditional
                            
                            
                            
                            
                            
                            Other
                            
                            
                            During
      theCommon
      Stock
                            
                            
                            Paid-in
                            
                            
                            Donated
                            
                            
                            Comprehensive
                            
                            
                            DevelopmentDescription
                            
                            
                            Shares
                            
                            
                            Amount
                            
                            
                            Capital
                            
                            
                            Capital
                            
                            
                            Income
                            
                            
                            Stage
                            
                            
                            TotalBalance
      - November 18, 2005
                            
                            
                            
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -Donated
      services and expenses
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            1,125
                            
                            
                            
                            -
                            
                            
                            
                            
                            
                            
                            
                            1,125Common
      stock issued for cash
                            
                            
                            
                            187,500,000
                            
                            
                            
                            1,875
                            
                            
                            
                            (1,825
                            )
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            50Net
      (loss) for the period
                            
                            
                            
                            
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (24,767
                            )
                            
                            
                            (24,767
                            )Balance
      - December 31, 2005
                            
                            
                            
                            187,500,000
                            
                            
                            
                            1,875
                            
                            
                            
                            (1,825
                            )
                            
                            
                            1,125
                            
                            
                            
                            -
                            
                            
                            
                            (24,767
                            )
                            
                            
                            (23,592
                            )Common
      stock issued for cash at $0.10 per share
                            
                            
                            
                            37,912,500
                            
                            
                            
                            379
                            
                            
                            
                            100,721
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            101,100Donated
      services and expenses
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            9,000
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            9,000Net
      (loss) for the period
                            
                            
                            
                            
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (28,921
                            )
                            
                            
                            (28,921
                            )Balance
      - December 31, 2006
                            
                            
                            
                            225,412,500
                            
                            
                            
                            2,254
                            
                            
                            
                            98,896
                            
                            
                            
                            10,125
                            
                            
                            
                            -
                            
                            
                            
                            (53,688
                            )
                            
                            
                            57,587Donated
      services and expenses
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            4,500
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            4,500Common
      stock cancelled at par
                            
                            
                            
                            (166,500,000
                            )
                            
                            
                            (1,665
                            )
                            
                            
                            1,665
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -Common
      stock issued for mineral exploration licenses
                            
                            
                            
                            20,000,000
                            
                            
                            
                            200
                            
                            
                            
                            44,599,800
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            44,600,000Common
      stock issued for cash at $0.50 per share
                            
                            
                            
                            1,360,000
                            
                            
                            
                            14
                            
                            
                            
                            679,986
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            680,000Common
      stock issued for cash at $0.75 per share
                            
                            
                            
                            6,297,501
                            
                            
                            
                            63
                            
                            
                            
                            4,723,063
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            4,723,126Common
      stock issued for cash at $1.00 per share
                            
                            
                            
                            588,500
                            
                            
                            
                            6
                            
                            
                            
                            588,494
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            588,500Stock-based
      compensation
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            1,175,684
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            1,175,684Share
      issued for finder's fee
                            
                            
                            
                            445,966
                            
                            
                            
                            4
                            
                            
                            
                            (4
                            )
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -Finder's
      fee paid in cash
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (129,750
                            )
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (129,750
                            )Contribution
      of additional paid-in capital
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            11,101
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            11,101Foreign
      currency translation
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            2,643
                            
                            
                            
                            -
                            
                            
                            
                            2,643Net
      (loss) for the period
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (2,712,577
                            )
                            
                            
                            (2,712,577
                            )Balance
      - December 31, 2007
                            
                            
                            
                            87,604,467
                            
                            
                            
                            876
                            
                            
                            
                            51,748,935
                            
                            
                            
                            14,625
                            
                            
                            
                            2,643
                            
                            
                            
                            (2,766,265
                            )
                            
                            
                            49,000,814Common
      stock issued for mineral exploration licenses
                            
                            
                            
                            5,000,000
                            
                            
                            
                            50
                            
                            
                            
                            7,649,950
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            7,650,000Common
      stock issued for 10 percent interest in affiliated company
                            
                            
                            
                            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
                            )
                            
                            $
                            69,321,490
 
 The
accompanying notes to consolidated financial statements are
 an
integral part of these consolidated statements.
  F-5
  URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 CONSOLIDATED
STATEMENTS OF CASH FLOWS (NOTE 2)
 FOR
THE YEARS ENDED DECEMBER 31, 2008, AND 2007, AND
 CUMULATIVE
FROM INCEPTION (NOVEMBER 18, 2005) (RESTATED) (NOTE 3)
 
 Year
      Ended
                  
                  
                  CumulativeDecember 31,
                  
                  
                  From2008
                  
                  
                  2007
                  
                  
                  InceptionOperating
      Activities:Net
      (loss)
                  
                  $
                  (8,940,527
                  )
                  
                  $
                  (2,712,577
                  )
                  
                  $
                  (11,706,792
                  )Adjustments
      to reconcile net (loss) to net cash (used in) provided by operating
      activities:Depreciation
                  
                  
                  36,964
                  
                  
                  
                  2,848
                  
                  
                  
                  39,812Donated
      services and rent
                  
                  
                  -
                  
                  
                  
                  4,500
                  
                  
                  
                  14,625Impairment
      of mineral properties
                  
                  
                  -
                  
                  
                  
                  (3,542
                  )
                  
                  
                  (3,400
                  )Stock-based
      compensation
                  
                  
                  5,942,842
                  
                  
                  
                  -
                  
                  
                  
                  5,942,842Loss
      on disposition of fixed assets
                  
                  
                  42,100
                  
                  
                  
                  -
                  
                  
                  
                  42,100Changes
      in net liabilities-Prepaid
      expenses and deposit
                  
                  
                  (48,550
                  )
                  
                  
                  (120,268
                  )
                  
                  
                  (168,908
                  )Accounts
      payable and accrued liabilities
                  
                  
                  739,905
                  
                  
                  
                  413,982
                  
                  
                  
                  1,157,137Net
      Cash Provided by (Used in) Operating Activities
                  
                  
                  (2,227,266
                  )
                  
                  
                  (2,415,057
                  )
                  
                  
                  (4,682,584
                  )Investing
      Activities:Purchases
      of property and equipment
                  
                  
                  -
                  
                  
                  
                  (79,710
                  )
                  
                  
                  (79,710
                  )Acquisition
      of mineral licenses
                  
                  
                  (1,450,000
                  )
                  
                  
                  (4,550,000
                  )
                  
                  
                  (6,000,142
                  )Net
      Cash (Used in) Investing Activities
                  
                  
                  (1,450,000
                  )
                  
                  
                  (4,629,710
                  )
                  
                  
                  (6,079,852
                  )Financing
      Activities:Issuance
      of common stock for cash
                  
                  
                  82,500
                  
                  
                  
                  7,178,411
                  
                  
                  
                  7,362,061Issuance
      of common stock for finder's fee
                  
                  
                  (15,000
                  )
                  
                  
                  (129,750
                  )
                  
                  
                  (144,750
                  )Issuance
      of common stock for ownership interest
                  
                  
                  1,180,000
                  
                  
                  
                  -
                  
                  
                  
                  1,180,000Loans
      from stockholders
                  
                  
                  1,985,888
                  
                  
                  
                  -
                  
                  
                  
                  1,985,888Due
      to related parties
                  
                  
                  297,995
                  
                  
                  
                  50,030
                  
                  
                  
                  384,730Net
      Cash Provided by Financing Activities
                  
                  
                  3,531,383
                  
                  
                  
                  7,098,691
                  
                  
                  
                  10,767,929Effect of Other Comprehensive
      Income on
      Cash and Cash Equivalents
                  
                  
                  20,861
                  
                  
                  
                  2,643
                  
                  
                  
                  23,504Net
      (Decrease) Increase in Cash and Cash Equivalents
                  
                  
                  (125,022
                  )
                  
                  
                  56,567
                  
                  
                  
                  28,997Cash
      and Cash Equivalents - Beginning of Period
                  
                  
                  154,019
                  
                  
                  
                  97,452
                  
                  
                  
                  -Cash
      and Cash Equivalents - End of Period
                  
                  $
                  28,997
                  
                  
                  $
                  154,019
                  
                  
                  $
                  28,997Supplemental
      Disclosure of Cash Flow Information:Cash
      paid during the period for:Interest
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Income
      taxes
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
 
 The
accompanying notes to consolidated financial statements are
 an integral part of these consolidated
statements.
  F-6
 
 URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 CONSOLIDATED
STATEMENTS OF CASH FLOWS (NOTE 2)
 FOR
THE YEARS ENDED DECEMBER 31, 2008, AND 2007, AND
 CUMULATIVE
FROM INCEPTION (NOVEMBER 18, 2005) (RESTATED)
 
 Supplemental
Disclosure of Cash Flow Information:
 
 On
September 27, 2007, the Company issued 20,000,000 shares of common stock
pursuant to the Share Purchase Agreement entered into for the acquisition of two
mineral exploration licenses (See Note 5). The 20,000,000 shares of common stock
were valued at $44,600,000.00
 
 On
January 22, 2008, the Company issued 5,000,000 shares of common stock pursuant
to the Asset Purchase Agreement entered into for the acquisition of two mineral
exploration licenses (See Note 5). The 5,000,000 shares of common stock were
valued at $7,650,000.
 
 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 percent 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-7
  URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008, AND 2007 (RESTATED)
 
 1.
              Summary of Significant
      Accounting Policies
 
 Basis of Presentation and
Organization
 
 Uranium
308 Corp. (“Uranium 308” or “the Company”) was incorporated in the State of
Nevada on November 18, 2005. Uranium 308 is an Exploration Stage Company as
defined by Statement of Financial Accounting Standard (“SFAS”) No. 7, “Accounting and Reporting for
Development Stage Enterprises.” On July 2, 2007, Uranium 308 completed a
merger with its wholly owned subsidiary, Uranium 308 Corp., which was
incorporated in the State of Nevada on June 12, 2007, solely to effect a name
change. As a result, Uranium 308 changed its name from Montagu Resources Corp.
to Uranium 308 Corp. Uranium 308 initially acquired a mineral property located
in the province of British Columbia, Canada, which was registered in the name of
the former President of Uranium 308, who agreed to hold the claim in trust on
behalf of the Company. As of November 23, 2007, Uranium 308 forfeited its claim
on such property. On September 27, 2007, Uranium 308 completed a Share Purchase
Agreement entered into between Uranium 308, Mongolia Energy Limited (“MEL”), and
all of the stockholders of MEL. MEL is the sole stockholder/registered capital
owner of Tooroibandi Limited, a company organized under the laws of Mongolia. As
a result of the Share Purchase Agreement, Uranium 308 has indirectly acquired
two exploration licenses identified by license numbers 12207X effective to
November 14, 2009, and 11317X effective to February 19, 2009, (the “Exploration
Licenses”) which are owned by Tooroibandi Limited. License number 12207X covers
4,017 hectares of mineral property named Jargalant, and license number 11317X
covers 15,621 hectares of mineral property named Elstiin Uul, which are both
located in the Territory of Erdene soum, Tuv Province, Mongolia. The Exploration
Licenses comprise the 196.38 sq. km Janchivlan Property, which is located
approximately 70 km southeast of Ulaanbaatar, the capital of Mongolia. Uranium
308's common shares are listed for trading on the OTC Bulletin Board under the
symbol “URCO.”
 
 Basis of Presentation and Principles
of Consolidation
  These
consolidated financial statements and related notes are presented in accordance
with accounting principles generally accepted in the United States of America,
and are expressed in United States dollars. These consolidated financial
statements include the accounts of Uranium 308 and its wholly owned
subsidiaries. Intercompany balances and transactions have been eliminated in
consolidation.
 
 Cash and Cash Equivalents
 
 Uranium
308 considers cash on hand, cash in banks, and all highly liquid instruments
with maturity of three months or less at the time of issuance to be cash and
cash equivalents.
  F-8
  URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008, AND 2007 (RESTATED)
 
 Revenue
Recognition
 
 Uranium
308 is in the exploration stage and has yet to realize revenues from operations.
Once Uranium 308 has commenced operations, it will recognize revenues when
delivery of its product has occurred provided there is persuasive evidence of an
agreement, acceptance has been approved by its customers, the fee is fixed or
determinable based on the completion of stated terms and conditions, and
collection of any related receivable is probable.
 
 Basic and Diluted Net Income (Loss)
Per Share
 
 Uranium
308 computes net income (loss) per share in accordance with SFAS No. 128, “Earnings per Share” (“SFAS
No. 128”). SFAS No. 128 requires presentation of both basic and diluted earnings
per share (“EPS”) on the face of the income statement. Basic EPS is computed by
dividing net income (loss) available to common stockholders (numerator) by the
weighted average number of shares outstanding (denominator) during the period.
Diluted EPS gives effect to all dilutive potential common shares outstanding
during the period using the treasury stock method and convertible preferred
stock using the if-converted method. In computing diluted EPS, the average stock
price for the period is used in determining the number of shares assumed to be
purchased from the exercise of stock options or warrants. Diluted EPS excludes
all dilutive potential shares if their effect is anti-dilutive.
 
 Income
Taxes
 
 Uranium
308 accounts for income taxes pursuant to SFAS No. 109, “Accounting for Income Taxes”
(“SFAS No. 109”). Under SFAS No. 109, deferred tax assets and liabilities are
determined based on temporary differences between the bases of certain assets
and liabilities for income tax and financial reporting purposes. The deferred
tax assets and liabilities are classified according to the financial statement
classification of the assets and liabilities generating the
differences.
 
 Uranium
308 maintains a valuation allowance with respect to deferred tax assets. Uranium
308 establishes a valuation allowance based upon the potential likelihood of
realizing the deferred tax asset and taking into consideration the Company’s
financial position and results of operations for the current period. Future
realization of the deferred tax benefit depends on the existence of sufficient
taxable income within the carryforward period under the Federal tax
laws.
 
 Changes
in circumstances, such as Uranium 308 generating taxable income, could cause a
change in judgment about the realizability of the related deferred tax asset.
Any change in the valuation allowance will be included in income in the year of
the change in estimate.
  F-9
  URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008, AND 2007 (RESTATED)
 
 Fair
Value of Financial Instruments
 
 Uranium
308 estimates the fair value of financial instruments using the available market
information and valuation methods. Considerable judgment is required in
estimating fair value. Accordingly, the estimates of fair value may not be
indicative of the amounts Uranium 308 could realize in a current market
exchange. As of December 31, 2008, and 2007, the Company’s financial instruments
approximated fair value to do the nature and short-term maturity of such
instruments.
 
 Concentration
of Risk
 
 Financial
instruments which potentially subject Uranium 308 to concentrations of credit
risk consist principally of cash. Uranium 308 places its temporary cash
investments in reputable financial institutions which are fully insured by the
government in which they are located. Financial instruments that potentially
subject Uranium 308 to concentrations of credit risk consist primarily of cash
in excess of federally insured amounts. For the years ended December 31, 2008,
and 2007, and cumulative from inception, Uranium 308 has not incurred a loss
relating to this concentration of credit risk.
 
 Mineral Properties and Exploration
Expenses
  Uranium
308 has been in the exploration stage since its formation on November 18, 2005,
and has not yet realized any revenues from its planned operations. It is
primarily engaged in the acquisition and exploration of mining properties.
Mineral property exploration costs are expensed as incurred. Mineral property
acquisition and licensing costs are initially capitalized when incurred using
the guidance in EITF 04-02, “Whether Mineral Rights Are Tangible
or Intangible Assets.” Uranium 308 assesses the carrying costs for
impairment under SFAS No. 144, “Accounting for Impairment or
Disposal of Long Lived Assets” (“SFAS No. 144”), at each fiscal quarter
end. When it has been determined that a mineral property can be economically
developed as a result of establishing proven and probable reserves, the costs
then incurred to develop such property, are capitalized. Such costs will be
amortized for depletion purposes using the units-of-production method over the
estimated life of the probable reserves. If mineral properties are subsequently
abandoned or impaired, any capitalized costs will be charged to
operations.
 
 Property
and Equipment
 
 The
components of property and equipment are stated at cost. Property and equipment
costs are depreciated or amortized for financial reporting purposes over the
useful lives of the related assets by the straight-line method. Useful lives
utilized for calculating depreciation or amortizations are as
follows:
  F-10
  URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008, AND 2007 (RESTATED)
 
 Computer
      and office equipment
                  3
      to 5 yearsField
      equipment
                  5
      yearsVehicles
                  5
      years
 
 Upon
disposition of an asset, its cost and related accumulated depreciation or
amortization is removed from the accounts, and any resulting gain or loss is
recognized.
 
 Lease
Obligations
 
 All
non-cancelable leases with an initial term greater than one year are categorized
as either capital or operating leases. Assets recorded under capital leases are
amortized according to the same methods employed for property and equipment or
over the term of the related lease, if shorter.
 
 Long-lived
Assets
 
 In
accordance with SFAS No. 144, Uranium 308 tests long-lived assets or asset
groups for recoverability when events or changes in circumstances indicate that
their carrying amount may not be recoverable. Circumstances which could trigger
a review include, but are not limited to: significant decreases in the market
price of the asset; significant adverse changes in the business climate or legal
factors; accumulation of costs significantly in excess of the amount originally
expected for the acquisition or construction of the asset; current period cash
flow or operating losses combined with a history of losses or a forecast of
continuing losses associated with the use of the asset; and current expectation
that the asset will more likely than not be sold or disposed significantly
before the end of its estimated useful life.
  Recoverability
is assessed based on the carrying amount of the asset and its fair value which
is generally determined based on the sum of the undiscounted cash flows expected
to result from the use and the eventual disposal of the asset, as well as
specific appraisal in certain instances. An impairment loss is recognized when
the carrying amount is not recoverable and exceeds fair value.
 
 For the
years ended December 31, 2008, and 2007, and cumulative from inception, no
events requiring an impairment loss occurred.
 
 Use of Estimates
  The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Uranium 308 regularly evaluates estimates and assumptions related to useful life
and recoverability of long-lived assets and deferred income tax asset valuation
allowances. Uranium 308 bases its estimates and assumptions on current facts,
historical experience, and various other factors that it believes to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities and the
accrual of costs and expenses that are not readily apparent from other sources.
The actual results experienced by Uranium 308 may differ materially and
adversely from the Company’s estimates. To the extent there are material
differences between the estimates and the actual results, future results of
operations will be affected.
  F-11
  URANIUM 308 CORP. AND
SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008, AND 2007 (RESTATED)
 
 Comprehensive
Income
  Uranium
308 has adopted Statement of Financial Accounting Standards (SFAS) No. 130,
“Reporting Comprehensive
Income” (“SFAS No. 130”). Comprehensive income includes net income and
all changes in equity during a period that arises from non-owner sources, such
as foreign currency items and unrealized gains and losses on certain investments
in equity securities.
 
 Foreign Currency Translation
 
 Uranium
308's functional and reporting currency is the United States dollar. Monetary
assets and liabilities denominated in foreign currencies are translated in
accordance with SFAS No. 52, “Foreign Currency Translation”
(“SFAS No. 52”), using the exchange rate prevailing at the balance sheet date.
Operating costs are translated using the average exchange rate prevailing during
the period. Gains and losses arising on settlement of foreign currency
denominated transactions or balances are included in the determination of
income. Foreign currency transactions are primarily undertaken in Canadian
dollars. Uranium 308 has not entered into derivative instrument transactions to
offset the impact of foreign currency fluctuations. Translation gains or losses
related to such transactions are recognized for each reporting period in the
related statement of operations and comprehensive income (loss).
  Stock-based
Compensation
 
 Uranium
308 records stock based compensation in accordance with SFAS No. 123R, “Share-Based Payments” (“SFAS
No. 123R”), which requires the measurement and recognition of compensation
expense, based on estimated fair values, for all share-based awards, made to
employees and Directors, including stock options. The Company had issued
5,100,000 stock options to its Directors and consultants as of December 31,
2008.
 
 Uranium
308 has a stock-based compensation plan that is described more fully in Note
9.
  F-12
  URANIUM 308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008, AND 2007 (RESTATED)
 
 2.
              Exploration
      Stage Activities and Going Concern
 
 During
the period from inception through December 31, 2008, and subsequent thereto, the
Company continued its mineral property acquisition, exploration programs, and
capital formation activities through the issuance of equity, debt and other
contract obligations, and loans from stockholders and other related
parties.
 
 The
accompanying consolidated financial statements have been prepared on a going
concern basis, which implies Uranium 308 will continue to realize its assets and
discharge its liabilities in the normal course of business. Uranium 308 has not
generated revenues since inception and has never paid any dividends, and it is
unlikely that the Company will pay dividends or generate earnings in the
immediate or foreseeable future. The continuation of Uranium 308 as a going
concern is dependent upon the continued financial support from its stockholders,
the ability of Uranium 308 to obtain necessary equity financing to continue
operations, and the attainment of profitable operations.
 
 While
management of the Company believes that the Company will be successful in
providing cash resources from debt and equity transactions, there can be no
assurance that the Company will be able to generate the resources required under
its business plan, or be successful in its capital formation activities to allow
the Company to commence and sustain its operations, and achieve
profitability.
 
 As of
December 31, 2008, Uranium 308 had accumulated losses since inception of
$11,706,792. These factors raise substantial doubt regarding Uranium 308's
ability to continue as a going concern. The accompanying consolidated financial
statements do not include any adjustments to the recoverability and
classification of recorded asset amounts and classification of liabilities that
might be necessary should Uranium 308 be unable to continue as a going
concern.
 
 3.
              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 period. (Loss) per share – basic and diluted for the period
remained unchanged.
  F-13
  URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008, AND 2007 (RESTATED)
 
 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, 2008, Uranium 308 was indebted to a company controlled by a
relative of the former President of Uranium 308 for $384,730 (December 31, 2007
- $86,735), which is non-interest bearing, unsecured, and due on
demand.
  For the
year ended December 31, 2008, the Company paid Mr. Dennis Tan, the president and
CEO of Uranium 308, $30,000, and as of December 31, 2008, owed him $110,000, as
consulting fees in accordance with the Consulting Agreement between Dennis Tan
and Uranium 308, dated July 24, 2007.
 
 For the
year ended December 31, 2008, the Company paid Mr. Michael Tan, the brother of
the president and CEO of Uranium 308, $24,000, and as of December 31, 2008, owed
him $88,000, as consulting fees in accordance with the Consulting Agreement
between Michael Tan and Uranium 308, dated July 24, 2007.
 
 5.
              Loans
      from Stockholders
 
 As of
December 31, 2008, Uranium 308 received $1,985,888 (December 31, 2007 – $0) 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% 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-14
  URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008, AND 2007 (RESTATED)
 
 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. Further,
during 2008, the Company paid $1,450,000 to Success Start in accordance with the
terms and conditions of the Asset Purchase Agreement. The cash and stock value
of the Share Purchase Agreement were $8,000,000, and $15,300,000, respectively,
(for a total of $23,300,000) and were attributable to the acquisition of the
mineral property licenses described above. As of December 31, 2008, the Company
owed $14,200,000 (consisting of $7,650,000 as the value related to 5,000,000
shares of common stock remaining to be issued, and $6,550,000 in cash due) to
Success Start in connection with the Asset Purchase Agreement.
 
 7.
              Purchase
      of 10 Percent Interest in Affiliated
Company
 
 On
January 28, 2008, Uranium 308 entered into a share purchase agreement (the
“Share Purchase Agreement”) with Mongolia Energy Limited (“MEL”), a subsidiary
of Uranium 308, Tooroibandi Limited (“Tooroibandi”), a subsidiary of Uranium
308, Mongolia Metals Limited (“MML”), a company organized under the laws of the
British Virgin Islands, and Hong Kong Mongolia Metals Limited (“HKMML”), a
company organized under the laws of Mongolia and a wholly owned subsidiary of
MML, whereby Uranium 308 agreed to issue 12,000,000 shares of common stock of
Uranium 308 with a value of $14,400,000 to MML in exchange for MEL receiving a
10% ownership interest in MML; and Tooroibandi has agreed to allow HKMML the use
of the Exploration Licenses controlled by Tooroibandi for HKMML’s exploration
and development of four tin exploration licenses referenced as license numbers
13061X, 13062X, 13063X, and 13064X covering 4658 hectares (collectively, the
‘Tin Exploration Licenses”), which are located approximately 70 km southeast of
Ulaanbaatar, the capital of Mongolia, in exchange for Tooroibandi receiving a 1%
ownership interest in HKMML, all in accordance with the terms and conditions of
the Share Purchase Agreement.
  F-15
 
 URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008, AND 2007 (RESTATED)
 
 On
January 31, 2008, Uranium 308 completed the Share Purchase Agreement, entered
into between Uranium 308, MEL, Tooroibandi, MML, and HKMML whereby MEL acquired
a 10% ownership interest in MML in exchange for the issuance of 12,000,000
shares of common stock of Uranium 308, which had already been issued to
MML.  In addition, HKMML is in the process of having Tooroibandi registered
as a 1% owner of the registered capital in HKMML, which is expected to be
finalized in the near term, and Tooroibandi has already had the Exploration
Licenses registered on behalf of HKMML for use under the Tin Exploration
Licenses registered to HKMML.  (See Note 12 for additional
information).
 
 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.
  F-16
  URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008, AND 2007 (RESTATED)
 
 On
September 7, 2007, Uranium 308 received common stock subscriptions for 1,360,000
units at $0.50 per unit for proceeds of $680,000.  Each unit is comprised
of one share of common stock and a one share purchase warrant.  Each share
purchase warrant entitles the holder to purchase one share of common stock at
$0.75 per share with an expiration date two years from the date of
issuance.
 
 From July
1, 2007, to September 11, 2007, Uranium 308 received common stock subscriptions
for 6,297,501 units at $0.75 per unit for proceeds of $4,723,126.  Each
unit is comprised of one share of common stock and a one-half share purchase
warrant.  Each whole share purchase warrant entitles the holder to purchase
one share of common stock at $1.50 per share with an expiration date two years
from the date of issuance.
 
 On
September 27, 2007, Uranium 308 completed the Share Purchase Agreement, entered
into between Uranium 308, MEL, and all the stockholders of MEL whereby Uranium
308 acquired 100% of the issued and outstanding shares in the capital of MEL,
through the payment of $4,550,000 in cash, the issuance of 5,000,000 shares of
common stock of Uranium 308 in aggregate to the stockholders of MEL on a pro
rata basis in accordance with each MEL stockholders’ percentage of ownership in
MEL, and the issuance of 15,000,000 shares of common stock of Uranium 308 to Mr.
Lin Dong Hong (the vendor of Tooroibandi Limited). Under the terms of the Share
Purchase Agreement, additional shares of common stock (up to 5,000,000 shares)
are required to be issued to Mr. Lin Dong Hong based on the uranium reserves
determined from the property in Mongolia covered by the two exploration licenses
described above.  The cash and stock value of the Share Purchase Agreement
was $49,150,000, and was attributable to the acquisition of the mineral property
licenses described above.
 
 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.
  F-17
  URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008, AND 2007 (RESTATED)
 
 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
$7,650,000 or $1.53 per share, to Success Start Energy Investment Co. (“Success
Start”), a Hong Kong Corporation, in accordance with the Asset Purchase
Agreement, entered into on January 15, 2008, between Uranium 308, Success Start,
and Uranium 308’s subsidiary, Tooroibandi Limited.
 
 On
January 31, 2008, Uranium 308 completed the Share Purchase Agreement, entered
into between Uranium 308, MEL, Tooroibandi, MML, and HKMML whereby MEL acquired
a 10 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, 2008, total issued and outstanding shares of common stock increased
to 105,894,467 shares.
  F-18
  URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008, AND 2007 (RESTATED)
  9.
              Stock-based
      Compensation
  During
the year ended December 31, 2008, the amount of $5,942,842 of stock option
compensation expense was recognized under the Stock-based Compensation
Plan.
  During
the year ended December 31, 2007, 7,300,000 stock options were granted under the
Stock-based Compensation Plan with the exercise price of $1.60 per share, being
the market price at the time of the grant.  Of these options, 6,500,000
were issued to Directors and 800,000 were issued to consultants and an
officer.  The Optionee shall have the initial vested right to purchase an
aggregate of up to five percent of the Option Shares on November 28, 2007, and
the Optionee’s remaining right to purchase an aggregate of up to the remaining
95% of the Option Shares under the Option shall only vest in equal monthly
proportions over a period of 19 months from the Initial Vesting Date. 
During the year ended December 31, 2008, 2,200,000 stock options were cancelled
because one director resigned and one consultant terminated his contract with
the Company.
  A summary
of Uranium 308’s stock option activities is presented below:
  Options Outstanding
                  
                  Directors
                  
                  
                  Consultants
                  
                  
                  Total
                  
                  
                  Option Price
                  
                  
                  ValueBalance
      - December 31, 2007
                  
                  
                  6,500,000
                  
                  
                  
                  800,000
                  
                  
                  
                  7,300,000
                  
                  
                  $
                  1.60
                  
                  
                  $
                  1.53Stock
      Options Cancelled
                  
                  
                  (2,000,000
                  )
                  
                  
                  (200,000
                  )
                  
                  
                  (2,200,000
                  )
                  
                  
                  1.60
                  
                  
                  
                  1.53Balance
      - December 31, 2008
                  
                  
                  4,500,000
                  
                  
                  
                  600,000
                  
                  
                  
                  5,100,000
                  
                  
                  $
                  1.60
                  
                  
                  $
                  1.53
  Compensation
costs related to options that vest in the future will be recognized as the
related options vest.
  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.
  F-19
  URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008, AND 2007 (RESTATED)
  10.
              Appointment
      of Additional Directors and
Officers
  On
November 7, 2007, Uranium 308 appointed Mr. David Lorge as Vice President of
Exploration.
  On
November 28, 2007, Uranium 308 increased the Board of Directors by two and
appointed Mr. Chris Metcalf and Mr. Martin Shen as Directors.
 
 On
February 20, 2008, Uranium 308 increased the Board of Directors by one and
appointed Mr. Earl Abbott as a Director of Uranium 308.
 
 Effective
July 18, 2008, Mr. Lin Dong Hong resigned as a director of the Company.  On
August 13, 2008, the Board of Directors of the Company accepted the resignation
of Mr. Lin Dong Hong.
 
 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 $11,706,792 which expire in 2028.  Pursuant to SFAS No. 109,
Uranium 308 is required to compute deferred tax asset benefits for net operating
losses carried forward.  The potential benefit of net operating losses has
not been recognized in these financial statements because Uranium 308 cannot be
assured it is more likely than not it will utilize the net operating losses
carried forward to future years.
 
 For the
years ended December 31, 2008, and 2007, the provision for income taxes
consisted of the following (assuming an effective tax rate of 15
percent):
 
 2008
                    
                    
                    2007Current
      Tax Provision:Federal
      and state-Taxable
      income
                    
                    $
                    -
                    
                    
                    $
                    -Total
      current tax provision
                    
                    $
                    -
                    
                    
                    $
                    -Deferred
      Tax Provision:Federal
      and state-Loss
      carryforwards
                    
                    $
                    1,341,079
                    
                    
                    $
                    406,887Change
      in valuation allowance
                    
                    
                    (1,341,079
                    )
                    
                    
                    (406,887
                    )Total
      deferred tax provision
                    
                    $
                    -
                    
                    
                    $
                    -
  F-20
  URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008, AND 2007 (RESTATED)
 
 As of
December 31, 2008, and 2007, deferred tax assets consisted of the
following:
 
 2008Loss
      carryforwards
                    
                    $
                    1,756,019Less
      - Valuation allowance
                    
                    
                    (1,756,019
                    )Total
      net deferred tax assets
                    
                    $
                    -
 
 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.
 
 In late
August 2008, MEL discovered that Lin Dong Hong, a former director of the
Company, engaged in alleged self-dealing and fraudulent transfer of 20.53% of
the ownership of Tooroibandi to Xinjiang Ridong Mining Investment Co. Ltd, a
Chinese company that is owned by Lin Dong Hong, under Mongolia’s Foreign
Investment and Foreign Trade Authority Resolution A-2783.
 
 In early
September 2008, MEL discovered that Lin Dong Hong allegedly fraudulently
transferred an additional 22% ownership of Tooroibandi to Mr. Mo Oihua, a
business associate of Lin Dong Hong, under Mongolia’s Foreign Investment and
Foreign Trade Authority Resolution A-3769.
 
 On August
7, 2008, the Company, under MEL, wrote letters to the State Registration Office
of Mongolia (“SRO”) and to the Foreign Investment and Foreign Trade Authority of
Mongolia (“FIFTA”) to have the share registrations reversed and is awaiting the
decision of these offices.  In addition, MEL filed a claim under a Civil
Case with the Capital City Administrative Court against the alleged illegal
registrations with SRO and FIFTA.  The Civil Case has been suspended
pending the outcome of a civil case related to a claim filed by Lin Dong Hong’s
authorized representative, Mrs. N. Enkhtuya, against MEL’s authorized
representative, Mr. D. Enkhtur.
 
 The Civil
Case was also delayed while the Chief Justice of Mongolia considered issues and
challenges relating to relevance of evidence, acceptance of counterclaim, change
of venue, and removal of Judge T. Tuya.  The Chief Justice of Mongolia has
denied the request to have Judge T. Tuya removed, and the Civil Case is expected
to proceed in the near future.  The management of the Company believes that
outcome of the Civil Case will take several months to be
determined.
  F-21
  URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008, AND 2007 (RESTATED)
 
 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 November 17, 2009, the matter is still
pending before the Board of Directors of the Company, and no portion of the
investment has been determined to be impaired.
 
 13.
              Recently
      Issued Accounting Pronouncements
 
 In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial
Assets and Financial Liabilities – Including an amendment of FASB Statement No.
115” (“SFAS No. 159”), which permits entities to measure many financial
instruments and certain other items at fair value that are not currently
required to be measured at fair value.  An entity would report unrealized
gains and losses on items for which the fair value option has been elected in
earnings at each subsequent reporting date.  The objective is to improve
financial reporting by providing entities with the opportunity to mitigate
volatility in reported earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions.  The decision about whether to elect the fair value option is
applied instrument by instrument, with a few exceptions; the decision is
irrevocable; and it is applied only to entire instruments and not to portions of
instruments.  SFAS No. 159 requires disclosures that facilitate comparisons
(a) between entities that choose different measurement attributes for similar
assets and liabilities and (b) between assets and liabilities in the financial
statements of an entity that selects different measurement attributes for
similar assets and liabilities.  SFAS No. 159 is effective for financial
statements issued for fiscal years beginning after November 15, 2007. 
Early adoption is permitted as of the beginning of a fiscal year, provided the
entity also elects to apply the provisions of SFAS No. 157.  Upon
implementation, an entity shall report the effect of the first re-measurement to
fair value as a cumulative-effect adjustment to the opening balance of retained
earnings.  Since the provisions of SFAS No. 159 are applied prospectively,
any potential impact will depend on the instruments selected for fair value
measurement at the time of implementation.  The management of Uranium 308
does not believe that this new pronouncement will have a material impact on its
financial statements.
  F-22
  URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008, AND 2007 (RESTATED)
 
 In
December 2007, the FASB issued SFAS No. 141R, “Business Combinations – Revised
2007” (“SFAS No. 141R”), which replaces FASB Statement No. 141, “Business Combinations.” 
SFAS No. 141Restablishes principles
and requirements intending to improve the relevance, representational
faithfulness, and comparability of information that a reporting entity provides
in its financial reports about a business combination and its effects. 
This is accomplished through requiring the acquirer to recognize assets acquired
and liabilities assumed arising from contractual contingencies as of the
acquisition date, measured at their acquisition-date fair values.  This
includes contractual contingencies only if it is more likely than not that they
meet the definition of an asset of a liability in FASB Concepts Statement No. 6,
“Elements of Financial
Statements – a
replacement of FASB Concepts Statement No. 3.”This statement also
requires the acquirer to recognize goodwill as of the acquisition date, measured
as a residual.  However, this statement improves the way in which an
acquirer’s obligations to make payments conditioned on the outcome of future
events are recognized and measured, which in turn improves the measure of
goodwill.  This statement also defines a bargain purchases as a business
combination in which the total acquisition-date fair value of the consideration
transferred plus any noncontrolling interest in the acquiree, and it requires
the acquirer to recognize that excess in earnings as a gain attributable to the
acquirer.  This, therefore, improves the representational faithfulness and
completeness of the information provided about both the acquirer’s earnings
during the period in which it makes a bargain purchase and the measures of the
assets acquired in the bargain purchase.  Uranium 308 does not expect the
adoption of this pronouncement to have a material impact on its financial
statements.
 
 In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements – an amendment of ARB No. 51” (“SFAS
No. 160”),which
establishes accounting and reporting standards to improve the relevance,
comparability, and transparency of financial information in its consolidated
financial statements.  This is accomplished by requiring all entities,
except not-for-profit organizations, that prepare consolidated financial
statements to (a) clearly identify, label, and present ownership interests in
subsidiaries held by parties other than the parent in the consolidated statement
of financial position within equity, but separate from the parent’s equity; (b)
clearly identify and present both the parent’s and the noncontrolling interest’s
attributable consolidated net income on the face of the consolidated statement
of income; (c) consistently account for changes in parent’s ownership interest
while the parent retains it controlling financial interest in subsidiary and for
all transactions that are economically similar to be accounted for similarly;
(d) measure of any gain, loss, or retained noncontrolling equity at fair value
after a subsidiary is deconsolidated; and (e) provide sufficient disclosures
that clearly identify and distinguish between the interests of the parent and
the interests of the noncontrolling owners. This statement also clarifies that a
noncontrolling interest in a subsidiary is an ownership interest in the
consolidated entity that should be reported as equity in the consolidated
financial statements.  SFAS No. 160 is effective for fiscal years and
interim periods on or after December 15, 2008.  The management of Uranium
308 does not expect the adoption of this pronouncement to have a material impact
on its financial statements.
  F-23
  URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008, AND 2007 (RESTATED)
 
 In March
2008, the FASB issued FASB Statement No. 161, “Disclosures about Derivative
Instruments and Hedging Activities – an amendment of FASB Statement 133”
(“SFAS No. 161”).  SFAS No. 161 enhances required disclosures regarding
derivatives and hedging activities, including enhanced disclosures regarding
how:  (a) an entity uses derivative instruments; (b) derivative instruments
and related hedged items are accounted for under FASB No. 133, “Accounting for Derivative
Instruments and Hedging Activities”; and (c) derivative instruments and
related hedged items affect an entity’s financial position, financial
performance, and cash flows.  Specifically, FASB No. 161
requires:
 
 ●
              Disclosure
      of the objectives for using derivative instruments in terms of underlying
      risk and accounting designation;
 ●
              Disclosure
      of the fair values of derivative instruments and their gains and losses in
      a tabular format;
 ●
              Disclosure
      of information about credit-risk-related contingent features;
      and
 ●
              Cross-reference
      from the derivative footnote to other footnotes in which
      derivative-related information is
disclosed.
 
 FASB No.
161 is effective for fiscal years and interim periods beginning after November
15, 2008.  Earlier application is encouraged.  The management of
Uranium 308 does not expect the adoption of this pronouncement to have a
material impact on its financial statements.
 
 In May
2008, the FASB issued FASB Statement No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (“SFAS No. 162”).  SFAS No. 162 identifies
the sources of accounting principles and the framework for selecting the
principles used in the preparation of financial statements of nongovernmental
entities that are presented in conformity with generally accepted accounting
principles in the United States of America.  The sources of accounting
principles that are generally accepted are categorized in descending order as
follows:
 
 a)
              FASB
      Statements of Financial Accounting Standards and Interpretations, FASB
      Statement 133 Implementation Issues, FASB Staff Positions, and American
      Institute of Certified Public Accountants (AICPA) Accounting Research
      Bulletins and Accounting Principles Board Opinions that are not superseded
      by actions of the FASB.
 
 b)
              FASB
      Technical Bulletins and, if cleared by the FASB, AICPA Industry Audit and
      Accounting Guides and Statements of
Position.
  F-24
  URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008, AND 2007 (RESTATED)
 
 c)
              AICPA
      Accounting Standards Executive Committee Practice Bulletins that have been
      cleared by the FASB, consensus positions of the FASB Emerging Issues Task
      Force (EITF), and the Topics discussed in Appendix D of EITF Abstracts
      (EITF D-Topics).
 
 d)
              Implementation
      guides (Q&As) published by the FASB staff, AICPA Accounting
      Interpretations, AICPA Industry Audit and Accounting Guides and Statements
      of Position not cleared by the FASB, and practices that are widely
      recognized and prevalent either generally or in the
    industry.
 
 On May
26, 2008, the FASB issued FASB Statement No. 163, “Accounting for Financial Guarantee
Insurance Contracts” (“SFAS No. 163”).  SFAS No. 163 clarifies how
FASB Statement No. 60, “Accounting and Reporting by
Insurance Enterprises” (“SFAS No. 60”), applies to financial guarantee
insurance contracts issued by insurance enterprises, including the recognition
and measurement of premium revenue and claim liabilities.  It also requires
expanded disclosures about financial guarantee insurance contracts.
 
 The
accounting and disclosure requirements of SFAS No. 163 are intended to improve
the comparability and quality of information provided to users of financial
statements by creating consistency.  Diversity exists in practice in
accounting for financial guarantee insurance contracts by insurance enterprises
under SFAS No. 60, “Accounting
and Reporting by Insurance Enterprises.”  That diversity results in
inconsistencies in the recognition and measurement of claim liabilities because
of differing views about when a loss has been incurred under FASB Statement No.
5, “Accounting for
Contingencies” (“SFAS No. 5”).  SFAS No. 163 requires that an
insurance enterprise recognize a claim liability prior to an event of default
when there is evidence that credit deterioration has occurred in an insured
financial obligation.  It also requires disclosure about (a) the
risk-management activities used by an insurance enterprise to evaluate credit
deterioration in its insured financial obligations and (b) the insurance
enterprise’s surveillance or watch list.
 
 SFAS No.
163 is effective for financial statements issued for fiscal years beginning
after December 15, 2008, and all interim periods within those fiscal years,
except for disclosures about the insurance enterprise’s risk-management
activities.  Disclosures about the insurance enterprise’s risk-management
activities are effective the first period beginning after issuance of SFAS No.
163.  Except for those disclosures, earlier application is not
permitted.  The management of Uranium 308 does not expect the adoption
of this pronouncement to have material impact on its financial
statements.
  F-25




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





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





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





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





ITEM
9A. CONTROLS AND PROCEDURES





Evaluation
of Disclosure Controls and Procedures





Our
management 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, 2008.


32


Annual
Report of Management on Internal Control Over Financial Reporting





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





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, 2008 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, 2008.





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.


33


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





Changes
in Internal Control Over Financial Reporting





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





ITEM
9B. OTHER INFORMATION





Not
applicable.





PART
III





ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE





Directors,
Executive Officers and Significant Employees





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





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


Notes:


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


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


(3)
            Mr.
      Shen and Mr. Metcalf were appointed as directors of the Company on
      November 28, 2007.


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


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





Family
Relationships





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


34


Business
Experience





Dennis Tan (age 38) has been
our President, CEO and a director of  the Company since June 11,
2007.  Mr. Tan was the Manager of Technical Operations and Support for
5G Wireless Communications in Singapore from June, 2001, to September,
2002.  He was closely involved in the early implementation of
commercial wireless Internet access networks and has assisted in the design of
several wireless network projects, including hotels and convention centers. He
also has extensive experience in testing, debugging and maintaining fully
operational network systems.  From December, 2003, to October, 2005,
Mr. Tan joined Nex Connectivity Solutions Inc. as the Chief Technology
Officer.  In November, 2005, until December, 2006, Mr. Tan ventured
into the mining industry where he was employed by Magnus International Resources
Inc. (OTCBB: MGNU) to manage its China Head Office and its various projects all
over China.  From January, 2007, to present, Mr. Tan has been the
President of Nex Connectivity Solutions Inc.  Mr. Tan graduated from
Simon Fraser University with a BA in Economics in 1996.  Mr. Tan also
holds a post-graduate qualification from the Information Technology Institute in
Vancouver, British Columbia, which he received in 2001.  Mr. Tan is
not an officer or director of any other reporting issuer at this
time.





Anthony Tam (age 50) has been
our Secretary, Treasurer and a director of the Company since September 27,
2007.  Mr. Tam is an engineer and chartered accountant with more than
25 years of experience in the mining industry.  Mr. Tam worked as
general manager for Denstone Minerals Ltd. (a Canadian company specializing in
mineral investment in China) and was also President and director of Galactic
Resources (China) Ltd. and Can-Pacific Rare Earths & Metal Co. (both were
wholly owned subsidiaries of Galactic Resources Ltd.).  Prior to this,
Mr. Tam was the financial controller of E & B Exploration and Mascot
Goldmine Ltd. in Vancouver, BC.  Mr. Tam has received a B.Sc. in
Engineering from Queen's University in Kingston, Ontario (1971), a B.Sc. in
Mining Engineering from Queen's (1973), and he is a Chartered Accountant
(University of British Columbia, 1978).  He has special expertise in
negotiating joint ventures and conducting initial geological and engineering
assessments of mineral properties.





Martin Shen (age 38) has been
a director of our Company since November 28, 2007.  Mr Shen has been
the Controller and Chief Financial Officer of R. Wales and Son, a private
Canadian manufacturer engaged in refurbishing mining equipment parts for local
and international mines, since 2003.  Mr. Shen is a Certified Public
Accountant (Colorado) with special expertise in international accounting and
taxation, he has held multiple positions in PriceWaterhouseCoopers’ (PCW)
Vancouver, Hong Kong and Singapore offices, serving variously as Tax Manager
from 1998, to 2002, and as a Senior Accountant and Senior Associate from 1995,
to 1998. In addition to holding a B.Sc. from the University of British Columbia,
Mr. Shen has extensive tax training, including US Intermediate Tax Training
(PwC, Tampa, Florida); US Tax Technical Training (PwC, Charleston, South
Carolina); and Asia Region Tax Technical Training (Singapore).





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


35





David Lorge(age 62) has been
our Vice President of Exploration since November 7, 2007.  Mr. Lorge
has been a practicing geologist for 28 years and has wide experience in
minerals, coal, and geothermal exploration and development with 15 major and 19
junior companies.  Major firms have included some of the leading names
in mineral exploration, including Newmont Exploration, Ltd., Cominco American,
Inc. and Teck Resources, Inc.  Mr. Lorge has designed and conducted
exploration and development programs using geological, geochemical, and
geophysical techniques in China, United States, Canada, Mongolia, Peru, and
Ghana.  Mr. Lorge has conducted over fifty drilling programs of auger,
conventional, reverse-circulation, and diamond-core drilling and has multiple
successes in discovering, defining and expanding mineralization in North
America, Asia and Africa.  Mr. Lorge received a B.Sc. degree in
Geological Engineering in 1979 from the Missouri School of Mines at the
University of Missouri, Rolla.  His course of study emphasized
geology, exploration techniques, and mineral development and included graduate
level courses in geology.  Mr. Lorge’s professional affiliations
include: Society of Economic Geologist (Fellow) and membership in the Society of
Mining, Metallurgy, the Geological Society of Nevada, the Northwest Mining
Association, and the Nevada Petroleum Society.





Dr. Earl W. Abbott (age 67)
has been a director of the Company since February 20, 2008.  In
February of 2008, Dr. Abbott was appointed as a director of USA Uranium Corp.
and its director of mining operations.  In May, 2007, Dr. Abbott was
appointed as a director of Desert Gold Ventures Inc. From March, 2004, to
present, Dr. Abbott has been the President, Chief Executive Officer and Director
of Tornado Gold International Corporation.  Dr. Abbott resigned as the
Chief Financial Officer of Tornado Gold in March, 2006.  Dr. Abbott is
a senior geologist with 33 years of experience in mineral exploration for large
and small companies in the western United States, Alaska, Mexico, China, Africa,
and Costa Rica.  From 2003, to December 1, 2006, Dr. Abbott was the
President of Big Bar Gold Corp., a company reporting on a Canadian exchange, and
he continues to serve as a director.  From 2005, to December 1, 2006,
Dr. Abbott served as president of AAA Minerals, which later became AAA Energy, a
company reporting on a U.S. exchange, and he continues to serve as a
director.  From 1999, to present, Dr. Abbott has served as the
president of King Midas Resources Ltd., a private Canadian company he founded,
which has acquired U.S. and Mexican gold properties.  From 1982, to
the present, Dr. Abbott has been self-employed as a geological consultant, in
which he manages metallic and industrial mineral projects and exploration
programs.  Dr. Abbott is a member of the American Institute of
Professional Geologists and a past president of its Nevada
section.  He is also a Certified Professional Geologist and a member
of the Geological Society of Nevada (and its past president).  In
addition, Dr. Abbott is a member of the Society of Mining Engineers of American
Institute of Mining, Metallurgical and Petroleum; the Denver Region Exploration
Geologists Society (and its past president); and the Nevada Petroleum Society
(and its past president).  Dr. Abbott earned his Ph.D. in Geology in
1972 and his Master of Arts in Geology in 1971 from Rice University, Houston,
Texas.  Dr. Abbott earned his Bachelor of Arts degree in Geology in
1965 from San Jose State College, San Jose, California.  Except as
otherwise stated, Dr. Abbott is not an officer or director of any other
reporting company.





Involvement
in Certain Legal Proceedings





Other
than as described under Item
3. Legal Proceedingsabove with respect to Mr. Lin Dong Hong, we are not
aware of any material legal proceedings that have occurred within the past five
years concerning any director, director nominee, or control person which
involved a criminal conviction, a pending criminal proceeding, a pending or
concluded administrative or civil proceeding limiting one’s participation in the
securities or banking industries, or a finding of securities or commodities law
violations.


36





Section
16(a) Beneficial Ownership Reporting Compliance





Section
16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
requires executive officers and directors and persons who own more than ten
percent of our Common Stock to file reports of ownership and changes in
ownership with the SEC.  Such executive officers, directors and
greater than ten percent stockholders are also required by SEC rules to furnish
us with copies of all Section 16(a) forms they file.  Based on
information supplied to the Company and filings made with the SEC, the Company
believes that during the fiscal year ended December 31, 2008, all Section 16(a)
filing requirements applicable to its directors, executive officers, and greater
than ten percent beneficial owners were complied with, except as
follows:





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





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





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





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





Code
of Ethics





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





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





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





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





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





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





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


37





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.





Audit
Committee





At the
present time, the Company’s audit committee consists of all the members of our
Board of Directors (Messrs. Dennis Tan, Anthony Tam, Martin Shen, Chris Metcalf,
and Earl Abbott).  Messrs. Shen, Metcalf and Abbott are independent
members of this committee.  We currently do not have nominating,
compensation committees or committees performing similar
functions.  There has not been any defined policy or procedure
requirements for shareholders to submit recommendations or nomination for
directors.





Audit
Committee Financial Expert





Our Board
of Directors has determined that it does not have a member of its audit
committee that qualifies as an audit committee financial expert.





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





ITEM
11. EXECUTIVE COMPENSATION





In this
item, “Named Executive Officer” means:





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





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





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




38


Summary
Compensation Table





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





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





Notes:


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


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


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


(4)
            Mr.
      Mohamed was elected a director of the Company and appointed as President
      and Treasurer at the Company’s inception on November 18, 2005, until his
      resignation from all those positions on June 11,
  2007.





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





Narrative
Disclosure to the Summary Compensation Table





Effective
August 1, 2007, the Company entered into a three-year consulting services
agreement with Mr. Dennis Tan whereby Mr. Tan is to serve as the President and
CEO of the Company.  The agreement shall automatically renew for
subsequent two-year periods unless notice not to renew is given by either party
at least 90 calendar days prior to the end of the term.  Terms of the
agreement call for payments of a base fee of US$10,000 per month (to be
renegotiated annually) as compensation for services as President and CEO among
other terms and provisions as more fully detailed in the management agreement,
which is incorporated herein by reference to Exhibit 10.1 filed on our Form
10-QSB on EDGAR on August 20, 2007.





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


39





Outstanding
Equity Awards at Fiscal Year-End





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




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


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:


40





(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, 2008 (unless already disclosed
above):





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


Notes:


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


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


(3)
            Mr.
      Shen and Mr. Metcalf were appointed as directors of the Company on
      November 28, 2007.


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


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





Narrative
Disclosure to the Director Compensation Table





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





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





The
following table sets forth information as of March 31, 2009 (the “Determination
Date”), with respect to the Company’s directors, Named Executive Officers, and
each person who is known by the Company to own beneficially, more than five
percent (5%) of the Company’s Common Stock, and with respect to shares owned
beneficially by all of the Company’s directors and executive officers as a
group.  Common Stock not outstanding but deemed beneficially owned by
virtue of the right of an individual to acquire shares within 60 days is treated
as outstanding only when determining the amount and percentage of Common Stock
owned by such individual.  Except as noted, each person or entity has
sole voting and sole investment power with respect to the shares
shown.


41





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





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


Notes:


(*)           Indicates
less than 1%.


42


(1)
            Beneficial
      ownership of Common Stock has been determined for this purpose in
      accordance with Rule 13d-3 under the Exchange Act, under which a person is
      deemed to be the beneficial owner of securities if such person has or
      shares voting power or investment power with respect to such securities,
      has the right to acquire beneficial ownership within 60 days or acquires
      such securities with the purpose or effect of changing or influencing the
      control of the Company.


(2)
            This
      figure includes 12,000,000 shares held directly by Mongolia Metals
      Limited.


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


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


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


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


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


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


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





Securities
Authorized for Issuance Under Equity Compensation Plans





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





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





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





During
the six month period ended June 30, 2007, the Company recognized a total of
$3,000 (2006 - $3,000) for donated services at $500 per month and $1,500 (2006 -
$1,500) for donated rent at $250 per month provided by the former President of
the Company.





Effective
August 1, 2007, the Company entered into a three-year consulting services
agreement with Mr. Dennis Tan whereby Mr. Tan is to serve as the President and
CEO of the Company.  The agreement shall automatically renew for
subsequent two-year periods unless notice not to renew is given by either party
at least 90 calendar days prior to the end of the term.  Terms of the
agreement call for payments of a base fee of US$10,000 per month as compensation
for services as President and CEO.  This base fee shall be
renegotiated annually.





Effective
August 1, 2007, the Company entered into a five-year consulting services
agreement with Mr. Michael Tan whereby Mr. Tan is to provide services in the
area of corporate finance and development strategy designed to assist the
Company in its business development.  The agreement shall not
automatically renew at the end of the term.  Terms of the agreement
call for payments of a fee of US$8,000 per month as compensation for
services.  As at December 31, 2008, Mr. Michael Tan had received
$48,000 in consulting fees, and the Company has accrued $88,000 to
him.





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


43





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





Director
Independence





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





ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES





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





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


Notes:


(1)
            The
      aggregate fees billed for the fiscal year for professional services
      rendered by the principal accountant for the audit of the Company’s annual
      financial statements and review of financial statements included in the
      Company’s Form 10-Qs or services that are normally provided by the
      accountant in connection with statutory and regulatory engagements for
      that fiscal years.


(2)
            The
      aggregate fees billed in the fiscal year for assurance and related
      services by the principal accountants that are reasonably related to the
      performance of the audit or review of the Company’s financial statements
      and are not reported in Note 1.


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


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





Audit
Committee’s Pre-Approval Practice





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


44


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 Tam99.1(10)
            Claim
      filed by Lin Dong Hong against Mongolia Energy Limited on August 20,
      200899.2(10)
            Judge’s
      Directive, dated August 27, 2008





Notes:


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


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


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


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


45


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


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


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


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


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


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


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


46


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 28th day of
February, 2010.





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





Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Company and in the
capacities and on the dates indicated:





Signature
            Title
            Date/s/
      Dennis Tan
              Dennis
      Tan
            President,
      Chief Executive Officer and Director
            February
      28, 2010/s/
      Anthony Tam
              Anthony
      Tam
            Secretary,
      Treasurer and Director
            February
      28, 2010/s/
      Earl Abbott
              Earl
      Abbott
            Director
            February
      28, 2010


47


EXHIBIT
INDEX





Exhibit
      #
                    
                    Page#31.1
                    Certificate
      pursuant to Rule 13a-14(a).
                    4931.2
                    Certificate
      pursuant to Rule 13a-14(a).
                    5132.1
                    Certificate
      pursuant to 18 U.S.C. Section 1350.
                    5332.2
                    Certificate
      pursuant to 18 U.S.C. Section 1350.
                    54




48