URANIUM 308 CORP. - FORM 10-K/A

Attached files

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EX-32.2 - URANIUM 308 CORP.	v166898_ex32-2.htm
EX-31.1 - URANIUM 308 CORP.	v166898_ex31-1.htm
EX-32.1 - URANIUM 308 CORP.	v166898_ex32-1.htm
EX-31.2 - URANIUM 308 CORP.	v166898_ex31-2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A-1

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

For the fiscal year ended December 31, 2008.

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
(Address of principal executive offices)	(Zip Code)

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 xNo

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 xNo

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

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

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

¨ Yes ¨No

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

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

Table of Contents

USE OF NAMES	ii

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	ii

Part I	1
Item 1. Business	1
Item 1A. Risk Factors	5
Item 2. Properties	14
Item 3. Legal Proceedings	23
Item 4. Submission of Matters to a Vote of Security Holders	27

Part II	28
Item 5. Market For Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	28
Item 6. Selected Financial Data	31
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 8. Financial Statements and Supplementary Data	34
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	35
Item 9A. Controls and Procedures	35
Item 9B. Other Information	37

Part III	37
Item 10. Directors, Executive Officers, and Corporate Governance	37
Item 11. Executive Compensation	41
Item 12. Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters	44
Item 13. Certain Relationships And Related Transactions, and Director independence	46
Item 14. Principal Accountant Fees And Services	47

Part IV	48
Item 15. Exhibits, Financial Statements	48

SIGNATURES	50
Exhibit Index	51

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.

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:

(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.

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.

Licenses

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

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

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

Environmental Laws

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

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

Employees

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

Transfer Agent

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

Available Information

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

ITEM 1A. RISK FACTORS

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

RISKS ASSOCIATED WITH MINING

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

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

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

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

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

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

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

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

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

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

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

Mineral prices are subject to dramatic and unpredictable fluctuations.

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

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

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

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

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

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

Licenses and permits are subject to renewal and various uncertainties.

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

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

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

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

RISKS RELATED TO OUR COMPANY

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Foreign currency fluctuations could affect expenses and any future earnings.

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

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

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

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

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

RISKS ASSOCIATED WITH OUR COMMON STOCK

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

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

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

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

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

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

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

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

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

RISKS RELATED TO DOING BUSINESS IN MONGOLIA

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

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

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.

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

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

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

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

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

ITEM 2. PROPERTIES

The Company’s current principal office is located at 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.

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.

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.

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).

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.

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.

·	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.

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		UDH0805
UTM East		696858		696827		697002		696520		696420
UTM North		5279682		5279806		5279802		5279661		5279373
Longitude	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		0
Inclination (°)		45		45		45		45		45
TD (m)		667.00		504.90		581.00		418.00		570.00

JANCHIVLAN DRILLING 2008	UDH0806		UDH0807		EDH0801		EDH0802
UTM East		696548		696750		696482		696480
UTM North		5279668		5279685		5286379		5286300
Longitude	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		30
Inclination (°)		45		45		45		45
TD (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.

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.

Proceedings Involving Lin Dong Hong

To register the sale and purchase of 100% of the Tooroibandi shares to MEL pursuant to the closing of the Tooroibandi SPA with the Foreign Investment and Foreign Trade Agency (“FIFTA”) and the State Registration Office (“SRO”), on September 10, 2007, MEL Director, Mr. Anthony Tam, executed a power of attorney (the “POA”) authorizing Lin Dong Hong to sign and execute all corporate documents on behalf of MEL in Mongolia. It was believed by MEL and the Company’s management that Lin Dong Hong, having been the previous owner of Tooroibandi, and a new shareholder in the Company due to the issuance of the 15 million shares of common stock of the Company to Lin Dong Hong under the Tooroibandi SPA with physical presence in Mongolia, was in the best position to register the concluded transaction.

Two days after receiving the POA to register the sale and purchase of the Tooroibandi shares by MEL, Lin Dong Hong proceeded to register with FIFTA and SRO as requested by the parties. However, rather than registering the SPA as executed by the parties, Lin Dong Hong for some unknown reason executed and submitted a document titled Contract to Transfer the Rights of Tooroibandi to MEL. As well, he executed and submitted a new company charter for Tooroibandi showing MEL as the founder of the company and an official letter asking SRO to release him from his former obligations as an investor and to transfer all such rights of Tooroibandi permanently to MEL and to increase the share capital.

FIFTA issued Resolution #A-3512 accepting these as registration documents and ordered: (i) the removal of Lin Dong Hong as a shareholder of Tooroibandi; (ii) the increase in the company’s capital fund by US$1,150,000 which made the total capital fund US$1,161,100; and (iii) the transfer of 100% of Lin Dong Hong’s shares in Tooroibandi to MEL. The order further states that all changes shall be made to the FIFTA Certificate. SRO soon followed by amending the Tooroibandi certificate to reflect MEL as the 100% shareholder in Tooroibandi.

In September, 2007, and in keeping with the terms of the SPA, the Company employed two senior exploration experts to conduct preliminary exploration. From September, 2007, to September 30, 2008, MEL and the Company have paid in aggregate US$1,588,353.56 in exploration related expenses on the Janchivlan Property project under Licenses 11317X and 12207X held by Tooroibandi.

Problems began on June 5, 2008, when Lin Dong Hong transferred 20.53% of MEL’s ownership in Tooroibandi to a company he either owns or represents called Xinjiang Ridong Investment Mining Co. (“Xinjiang”) (“Transaction #1”). Lin Dong Hong did not inform any of the members of MEL’s Board of Directors, as the sole shareholder in Tooroibandi, of Transaction #1. MEL never held a shareholder’s meeting authorizing the sale, and MEL never issued a shareholder’s resolution to authorize the sale. To make the transfer, Lin Dong Hong executed two letters as the executive Director of Tooroibandi: (i) a founders resolution stating that Xinjiang will become a shareholder and that Tooroibandi will receive US$300,000 in exchange; and (ii) a letter to SRO stating the same. Additionally, Lin Dong Hong signed and executed a new founders agreement between MEL and Xinjiang, and a new Charter for Tooroibandi showing both MEL and Xinjiang as shareholders (MEL with 79.47% and Xinjiang with 20.53%). Lin Dong Hong used his September, 2007, POA from MEL to sign and execute on behalf of both MEL and Xinjiang, the founders agreement and new Charter.

On June 9, 2008, FIFTA Resolution A-2783 was issued making amendments to the FIFTA Certificate for Tooroibandi. The Director of FIFTA, B. Ganzorig, ordered to: (i) increase the capital fund by US$300,000 totaling US$1,461,100; (ii) add a Chinese company named Xinjiang Ridong as an investor in Tooroibandi; (iii) register the company as a BVI/PRC joint venture; (iv) extend the term of operation by one year based on a June 5, 2008, founder’s resolution of Tooroibandi, revised charter and agreement, and tax office confirmation number 26083689; and (v) make all relevant amendments to the FIFTA Certificate. SRO accepted these changes and amended the Company Certificate to reflect these changes.

On August 2, 2008, Lin Dong Hong transferred more of MEL’s ownership in Tooroibandi to an individual named Mo Qihua (referred to as “Transaction #2”). Similar to Transaction #1, Lin Dong Hong did not inform MEL’s Board of Directors, as the sole/majority shareholder in Tooroibandi, of Transaction #2. MEL never held a shareholder’s meeting authorizing the sale and MEL never issued a shareholder’s resolution authorizing the sale. To ensure the transfer of the shares, Lin Dong Hong executed shareholder meeting minutes authorizing the receipt of assets and sale of Tooroibandi shares and a shareholder resolution based on the meeting minutes. In both cases, Lin Dong Hong represented and signed on behalf of both MEL and Xinjiang. Additionally, Lin Dong Hong signed a new founders agreement between MEL, Xinjiang and Mo Qihua, a new Charter for Tooroibandi showing MEL, Xinjiang and Mo Qihua as shareholders (MEL with 57.47%, Xinjiang with 20.53% and Mo Qihua with 22%), and a resolution of the executive Director of Tooroibandi making Mo Qihua a shareholder and increasing the capital fund. Lin Dong Hong signed and executed both the founders agreement and new Charter on behalf of both MEL and Xinjiang using his September 2007 POA from MEL.

On August 5, 2008, FIFTA resolution A-3679 was issued stating: (i) an increase in the capital fund of Tooroibandi by US$410,000 totaling US$1,871,100; (ii) an addition of Mo Qihua as 22% owner of Tooroibandi based on the August 2, 2008, request, shareholder meeting minutes, revised founders agreement and revised Charter; and (iii) the relevant changes on the FIFTA Certificate for Tooroibandi. SRO accepted these changes and amended the Company’s Certificate to reflect these changes.

To accomplish the aforementioned Transaction #1 and Transaction #2, Lin Dong Hong used a power of attorney which was granted to him on September 10, 2007, by Mr. Anthony Tam, a director and officer of MEL. However, a power of attorney signed by a director alone is insufficient to transfer assets of a company. In accordance with Mongolia’s Civil Code Article 64, a written power of attorney is effective for the transfer of a company’s assets (the Tooroibandi shares) if and only if it is also signed by the company’s accountant. The power of attorney granted to Lin Dong Hong was signed only by MEL’s sole director at the time and the authority granted was limited to corporate matters within Lin Dong Hong’s scope as the executive director of Tooroibandi.

Actions taken by the Company and MEL in Administrative Court

In June 2008, the Company and MEL enlisted the services of Lehman, Lee & Xu (“LLX Mongolia”), a People’s Republic of China law firm, which has 31 offices throughout China including offices in Mongolia, Beijing and Hong Kong, to assist it in its efforts to protect its assets. LLX Mongolia is headed by two attorneys from the United States. At this time, it was believed that Lin Dong Hong might be trying to transfer the minerals licenses held by Tooroibandi, but there was no indication that a share transfer was underway.

On June 9, 2008, Anthony Tam executed a Power of Attorney Revocation to revoke, rescind and terminate the POA given to Lin Dong Hong on September 10, 2007.

On June 12, 2008, MEL held a shareholders’ meeting that authorized Mr. Earl Abbot and LLX Mongolia to act on behalf of Tooroibandi LLC on all matters in Mongolia.

On July 21, 2008, MEL held a shareholders’ meeting to remove Lin Dong Hong as the Executive Director of Tooroibandi, to appoint Deborah Davis Korpi as the new executive director of Tooroibandi and to authorize LLX Mongolia to make the change with the proper authorities.

On August 5, 2008, LLX Mongolia went to SRO to ask them to release Lin Dong Hong and to register Deborah Davis Korpi as the executive Director of Tooroibandi. As well, based on Lin Dong Hong’s refusal to hand over company documents, including the Tooroibandi Certificate and FIFTA Certificate among others (which were alleged to be in China), on August 5, 2008, LLX Mongolia informed SRO that the Tooroibandi Certificate had been lost and that a new certificate should be reissued. It was during this time that LLX Mongolia learned of the first illegal share transfers and reported to MEL and the Company.

On August 7, 2008, MEL wrote letters to SRO and FIFTA requesting that the share registrations for Transaction #1 and Transaction #2 be reversed and at the time was awaiting the decision of these offices. Copies of these letters were attached as Exhibit 99.1 and 99.2 to the Form 8-K filed on August 27, 2008, and are incorporated herein by reference.

Under instruction from the Company and MEL, LLX Mongolia filed a claim on behalf of MEL on August 7, 2008, in the Capital City Administrative Court (a court of first instance for administrative cases) against the “illegal” registrations by SRO and FIFTA and to have such “illegal” registrations reversed, a copy of which was attached as Exhibit 99.3 to the Form 8-K filed on August 27, 2008, and is incorporated herein by reference. The affidavit of Mr. Anthony Tam was filed in support of this claim and a copy of his affidavit was attached as Exhibit 99.4 to the Form 8-K filed on August 27, 2008, and is incorporated herein by reference.

On September 12, 2008, the US Embassy, LLX Mongolia and MEL representatives met with officials at FIFTA to make a formal complaint and to seek remedy to the illegal share transfers.

The claim filed by MEL with the Capital City Administrative Court against the “illegal” registrations by SRO and FIFTA with respect to Transaction #1 and Transaction #2 was suspended pending the outcome of the civil case on the claim filed by Lin Dong Hong’s authorized representative, Attorney N. Enkhtuya, against MEL’s authorized representative, Attorney D. Enkhtur (as discussed below).

Even though Lin Dong Hong’s civil claim and challenges have been dismissed, FIFTA has informed MEL’s new authorized representative, Attorney Avirmed Enkhtur, that MEL must proceed with the Administrative Court actions and receive court orders to reverse the actions taken by Lin Dong Hong under Transaction #1 and Transaction #2.

Actions taken by Lin Dong Hong in Civil Court

On August 20, 2008, Lin Dong Hong through his authorized representative, Attorney N. Enkhtuya filed a civil claim against the authorized representative of MEL in the Sukhbaatar District Court in Mongolia. The claim states as follows:

(1)	Lin Dong Hong made a “Contract transferring right for the company” (Tooroibandi) on September 12, 2007, but it violates the articles 56, and 64 of the Civil Code of Mongolia.

(2)	For making this “Right transferring contract”, Lin Dong Hong made a deal with only himself exercising an illegal right not authorized by the MEL legal company of Hong Kong on September 10, 2007.

(3)	The Power of Attorney issued by MEL to Lin Dong Hong authorizes him only “to sign on relevant documents on behalf of the company” but Lin Dong Hong participated illegally in the Civil Legal relation and made the Right transferring contract and violated the law by this act.

Lin Dong Hong’s authorized representative, Attorney N. Enkhtuya is requesting that the court declare the “Right transferring contract” concluded on September 12, 2007, as invalid. The claim filed by Lin Dong Hong’s authorized representative does not include a claim for damages against the Company or MEL. A translated copy of the claim filed by Attorney N. Enkhtuya on behalf of Lin Dong Hong was attached as Exhibit 99.1 to the Form 10-Q filed on November 14, 2008, and is incorporated herein by reference.

On August 27, 2008, Judge T. Tuya issued a Judge’s Directive on August 27, 2008, whereby she directed the parties to (i) open a civil case; (ii) deliver one copy of the claim to Attorney D Enkhtur (authorized representative of MEL); (iii) assign a Judge’s assistant, Mr. Ts. Enkhtuvshin, to inform the claimant, his representative or advocate of his responsibility to determine his evidences for his request and refusal and corroborate them by himself and inform him of the rights and responsibilities of involvers in the case as specified on Article 25 and 26 of the Civil Case Court Discussion Law; and (iv) note that no one is entitled to make complaints to this directive. A copy of the Judge’s Directive was attached as Exhibit 99.2 to the Form 10-Q filed on November 14, 2008, and is incorporated herein by reference.

On September 12, 2008, Attorney N. Enkhtuya asked the court to order MEL to not conclude any agreements in the name of Tooroibandi, to not carry out drilling works in the license area of the company, to not release or hire new employees and not to send exploration reports outside of the country.

On September 25, 2008, Sukhbaatar District Court’s Judge, Tuya, granted Attorney N. Enkhtuya’s requests to order MEL not to conclude any agreements in the name of Tooroibandi, not to carry out drilling works in the license area of the company, not to release or hire new employees and not to send exploration reports outside of the country.

On October 8, 2008, Attorney D. Enkhtur received a call from Attorney N. Enkhtuya stating that she was at the Sukhbaatar District Court and that the trial would begin immediately. Attorney D. Enkhtur went to the court and made a complaint to the judge that: (i) opposing counsel and not the court was informing him of the court date; (ii) that the judge’s assistant said that the court date would be set in two weeks time; (iii) that Attorney D. Enkhtur has been down to the court almost daily (as evidenced by the sign-in page on the case book) and no notice had been given. Based on Attorney D. Enkhtur’s grounds the judge rescheduled the trial for October 14, 2008.

On October 14, 2008, the US Embassy, the Company, MEL, Tooroibandi and LLX Mongolia representatives appeared before the Sukhbaatar District Court. During the trial, Attorney D. Enkhtur challenged the judge, stating that the judge had incomplete comprehension of the case and that the case could not be tried in a fair manner because the judge had denied all requests. Some specifics were: (i) Anthony Tam should have been allowed to participate; (ii) the court should have obtained the evidence from SRO and FIFTA as requested; (iii) the plaintiff’s claim was accepted even though all legal requirements were not met; (iv) the judge did not properly consider the jurisdiction of the case; and (v) according to law, the judge should have accepted all evidence into the case file and she would not. As well, the Contract to Transfer Right of Company cannot be understood in a vacuum without the surrounding evidence of the transaction. Attorney D. Enkhtur also stated that the denial of this is evidence of possible judicial bias. The trial was then postponed until the Chief Justice made his decision regarding the challenge.

On October 28, 2008, Attorney D. Enkhtur was informed that the Chief Judge of the Sukhbaatar District Court has denied the request to have Judge T. Tuya removed.

On November 20, 2008, the Sukhbaatar District Court, which was ordered by the Chief Judge to be heard by a three judge panel, dismissed Lin Dong Hong’s claim.

On December 9, 2008, Lin Dong Hong, through his authorized representative, Attorney N. Enkhtuya, challenged the District Court ruling to dismiss his case. However, MEL through its new authorized representative, Mr. Avirmed Enkhtur, was successful in having all challenges by Lin Dong Hong through Attorney N. Enkhtuya dismissed, or not even considered.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

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

PART II

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

General

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

Market Information

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

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

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

Equity 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 options

Total

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.

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.

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.

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

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

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

Plan of Operations

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

Our registered independent auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next 12 months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we locate mineral deposits and begin removing and selling minerals. There is no assurance we will ever reach this point. Accordingly, we must raise cash from sources other than the sale of minerals found on the property and any other acquired properties. Thus, cash must be raised from other sources. Our only other source for cash at this time is investments by others in the Company. We must raise cash to implement our project and stay in business.

We intend to acquire additional properties or exploration rights in Mongolia and other regions and to conduct research in the form of exploration on such properties. See “Item 2. Properties” for details of our exploration program.

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

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

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

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.

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.

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-2

Consolidated Financial Statements-

Consolidated Balance Sheets as of December 31, 2008, and 2007		F-3

Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2008, 2007 and Cumulative from Inception		F-4

Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2008, 2007, and Cumulative from Inception		F-5

Consolidated Statements of Cash Flows for the Years Ended December 31, 2008, 2007, and Cumulative from Inception		F-6

Notes 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			2007

ASSETS

Current Assets:
Cash and cash equivalents	$	28,997		$	154,019
Prepaid expenses and deposit		168,908			120,358
Total current assets		197,905			274,377

Property and Equipment:
Computer and office equipment		9,290			29,898
Field equipment		6,405			11,574
Vehicles		4,816			41,780
		20,511			83,252
Less - Accumulated depreciation		(19,171	)		(2,848	)
Net property and equipment		1,340			80,404

Other Assets:
Mineral property licenses		72,450,000			49,150,000
Investment in affiliated company - 10% equity interest		14,400,000			-
Total other assets		86,850,000			49,150,000
Total Assets	$	87,049,245		$	49,504,781

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Accounts payable - Trade	$	1,118,034		$	397,232
Accrued liabilities		39,103			20,000
Contract payable - Mineral properties contract		14,200,000			-
Loans from stockholders		1,985,888			-
Due to related parties		384,730			86,735
Total current liabilities		17,727,755			503,967
Total liabilities		17,727,755			503,967

Commitments and Contingencies

Stockholders' 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			876
Additional paid-in capital		80,989,094			51,748,935
Donated capital		14,625			14,625
Other 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			49,000,814
Total 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						Cumulative
	December 31,						From
	2008			2007			Inception

Revenues	$	-		$	-		$	-

Expenses:
Stock-based compensation		5,942,842			1,175,684			7,118,526
Geological exploration		1,727,150			730,066			2,457,216
General and administrative		947,089			619,852			1,570,862
Professional fees		265,049			189,523			490,672
Donated services		-			3,000			9,750
Depreciation		16,323			2,848			19,171
Donated rent		-			1,500			4,875
Impairment of mineral property costs		-			-			3,542
Total 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			9,922
Loss 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			23,504
Total 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		Accumulated
							Additional					Other		During the
	Common Stock						Paid-in			Donated		Comprehensive		Development
Description	Shares			Amount			Capital			Capital		Income		Stage			Total
Balance - November 18, 2005		-		$	-		$	-		$	-	$	-	$	-		$	-
Donated services and expenses		-			-			-			1,125		-					1,125
Common stock issued for cash		187,500,000			1,875			(1,825	)		-		-		-			50
Net (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			-		-		-			101,100
Donated services and expenses		-			-			-			9,000		-		-			9,000
Net (loss) for the period					-			-			-		-		(28,921	)		(28,921	)
Balance - December 31, 2006		225,412,500			2,254			98,896			10,125		-		(53,688	)		57,587
Donated services and expenses		-			-			-			4,500		-		-			4,500
Common 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			-		-		-			44,600,000
Common stock issued for cash at $0.50 per share		1,360,000			14			679,986			-		-		-			680,000
Common stock issued for cash at $0.75 per share		6,297,501			63			4,723,063			-		-		-			4,723,126
Common stock issued for cash at $1.00 per share		588,500			6			588,494			-		-		-			588,500
Stock-based compensation		-			-			1,175,684			-		-		-			1,175,684
Share 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			-		-		-			11,101
Foreign currency translation		-			-			-			-		2,643		-			2,643
Net (loss) for the period		-			-			-			-		-		(2,712,577	)		(2,712,577	)
Balance - December 31, 2007		87,604,467			876			51,748,935			14,625		2,643		(2,766,265	)		49,000,814
Common stock issued for mineral exploration licenses		5,000,000			50			7,649,950			-		-		-			7,650,000
Common stock issued for 10 percent interest in affiliated company		12,000,000			120			14,399,880			-		-		-			14,400,000
Common stock issued for cash at $0.75 per share		110,000			1			82,499			-		-		-			82,500
Stock-based compensation		-			-			5,942,842			-		-		-			5,942,842
Issuance of common stock subscribed		1,180,000			12			1,179,988			-		-		-			1,180,000
Finder's fee paid in cash		-			-			(15,000	)		-		-		-			(15,000	)
Foreign currency translation		-			-			-			-		20,861		-			20,861
Net (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						Cumulative
	December 31,						From
	2008			2007			Inception

Operating 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			39,812
Donated services and rent		-			4,500			14,625
Impairment of mineral properties		-			(3,542	)		(3,400	)
Stock-based compensation		5,942,842			-			5,942,842
Loss on disposition of fixed assets		42,100			-			42,100
Changes in net liabilities-
Prepaid expenses and deposit		(48,550	)		(120,268	)		(168,908	)
Accounts payable and accrued liabilities		739,905			413,982			1,157,137
Net 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			7,362,061
Issuance of common stock for finder's fee		(15,000	)		(129,750	)		(144,750	)
Issuance of common stock for ownership interest		1,180,000			-			1,180,000
Loans from stockholders		1,985,888			-			1,985,888
Due to related parties		297,995			50,030			384,730
Net Cash Provided by Financing Activities		3,531,383			7,098,691			10,767,929

Effect of Other Comprehensive Income on Cash and Cash Equivalents		20,861			2,643			23,504
Net (Decrease) Increase in Cash and Cash Equivalents		(125,022	)		56,567			28,997
Cash and Cash Equivalents - Beginning of Period		154,019			97,452			-
Cash and Cash Equivalents - End of Period	$	28,997		$	154,019		$	28,997

Supplemental 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 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 years
Field equipment		5 years
Vehicles		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.

F-11

URANIUM 308 CORP. AND SUBSIDIARIES

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008, AND 2007 (RESTATED)

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.

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.

F-15

URANIUM 308 CORP. AND SUBSIDIARIES

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008, AND 2007 (RESTATED)

7. Purchase of 10 Percent Interest in Affiliated Company

On January 28, 2008, Uranium 308 entered into a share purchase agreement (the “Share Purchase Agreement”) with Mongolia Energy Limited (“MEL”), a subsidiary of Uranium 308, Tooroibandi Limited (“Tooroibandi”), a subsidiary of Uranium 308, Mongolia Metals Limited (“MML”), a company organized under the laws of the British Virgin Islands, and Hong Kong Mongolia Metals Limited (“HKMML”), a company organized under the laws of Mongolia and a wholly owned subsidiary of MML, whereby Uranium 308 agreed to issue 12,000,000 shares of common stock of Uranium 308 with a value of $14,400,000 to MML in exchange for MEL receiving a 10% ownership interest in MML; and Tooroibandi has agreed to allow HKMML the use of the Exploration Licenses controlled by Tooroibandi for HKMML’s exploration and development of four tin exploration licenses referenced as license numbers 13061X, 13062X, 13063X, and 13064X covering 4658 hectares (collectively, the ‘Tin Exploration Licenses”), which are located approximately 70 km southeast of Ulaanbaatar, the capital of Mongolia, in exchange for Tooroibandi receiving a 1% ownership interest in HKMML, all in accordance with the terms and conditions of the Share Purchase Agreement.

On January 31, 2008, Uranium 308 completed the Share Purchase Agreement, entered into between Uranium 308, MEL, Tooroibandi, MML, and HKMML whereby MEL acquired a 10% ownership interest in MML in exchange for the issuance of 12,000,000 shares of common stock of Uranium 308, which had already been issued to MML. In addition, HKMML is in the process of having Tooroibandi registered as a 1% owner of the registered capital in HKMML, which is expected to be finalized in the near term, and Tooroibandi has already had the Exploration Licenses registered on behalf of HKMML for use under the Tin Exploration Licenses registered to HKMML. (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		Value

Balance - December 31, 2007		6,500,000			800,000			7,300,000		$	1.60	$	1.53

Stock Options Cancelled		(2,000,000	)		(200,000	)		(2,200,000	)		1.60		1.53

Balance - 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			2007

Current Tax Provision:
Federal and state-
Taxable income	$	-		$	-
Total current tax provision	$	-		$	-
Deferred Tax Provision:
Federal and state-
Loss carryforwards	$	1,341,079		$	406,887
Change in valuation allowance		(1,341,079	)		(406,887	)
Total deferred tax provision	$	-		$	-

As of December 31, 2008, and 2007, deferred tax assets consisted of the following:

F-20

URANIUM 308 CORP. AND SUBSIDIARIES

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008, AND 2007 (RESTATED)

	2008

Loss carryforwards	$	1,756,019
Less - 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. 141R establishes principles and requirements intending to improve the relevance, representational faithfulness, and comparability of information that a reporting entity provides in its financial reports about a business combination and its effects. This is accomplished through requiring the acquirer to recognize assets acquired and liabilities assumed arising from contractual contingencies as of the acquisition date, measured at their acquisition-date fair values. This includes contractual contingencies only if it is more likely than not that they meet the definition of an asset of a liability in FASB Concepts Statement No. 6, “Elements of Financial Statements – a replacement of FASB Concepts Statement No. 3.” This statement also requires the acquirer to recognize goodwill as of the acquisition date, measured as a residual. However, this statement improves the way in which an acquirer’s obligations to make payments conditioned on the outcome of future events are recognized and measured, which in turn improves the measure of goodwill. This statement also defines a bargain purchases as a business combination in which the total acquisition-date fair value of the consideration transferred plus any noncontrolling interest in the acquiree, and it requires the acquirer to recognize that excess in earnings as a gain attributable to the acquirer. This, therefore, improves the representational faithfulness and completeness of the information provided about both the acquirer’s earnings during the period in which it makes a bargain purchase and the measures of the assets acquired in the bargain purchase. 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:

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.

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.

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 Held
Dennis Tan(1)	37	President, Chief Executive Officer and director
Anthony Tam(2)	50	Secretary, Treasurer and a Director
Martin Shen(3)	38	Director
Chris Metcalf(3)	39	Director
David Lorge(4)	62	Vice President of Exploration
Earl Abbott(5)	67	Director

Notes:

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

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

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

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

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

Family Relationships

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

Business Experience

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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.

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

10,000

President, CEO and Director

2007

60,000

$Nil

140,000

$Nil

200,000

Anthony Tam(2)

2008

96,000

(3)

$Nil

96,000

Secretary, Treasurer and Director

2007

69,000

(3)

$Nil

140,000

$Nil

209,000

Sadru Mohamed(4)

2008

President, Treasurer and Director

2007

$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.

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 awards

Name

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

that have

not

vested

(#)

Market

value of

of units

of stock

that

have not

vested

($)

Equity

incentive

plan

awards:

Number

unearned

shares,

units or

other

rights

that have

not vested

(#)

Equity

incentive

plan

awards:

Market or

payout

value of

unearned

shares,

units or

other

rights

that have

not vested

($)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

Dennis Tan(1)

1,400,000 shares

600,000 shares

1.60

Nov. 28, 2012

Nil

$Nil

Nil

$Nil

President, CEO and Director

Anthony Tam(2)

1,400,000 shares

600,000 shares

1.60

Nov. 28, 2012

Nil

$Nil

Nil

$Nil

Secretary, Treasurer and Director

Notes:

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

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

Retirement Benefits and Change of Control

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

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

(a)

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

(b)

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

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

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

Anthony Tam(2)

See above

Martin Shen(3)

Nil

Chris Metcalf(3)

Nil

Earl Abbott(4)

35,050

(5)

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.

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			Nil

Directors and Officers as a group (7 persons)			21,512,500	(9)		19.5	%

Notes:

(*) Indicates less than 1%.

(1)

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

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

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

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

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

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

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

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

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

Securities Authorized for Issuance Under Equity Compensation Plans

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

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

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

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

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

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

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

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

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	$	Nil
2007	$	12,000	$	7,000	$	Nil	$	Nil

Notes:

(1)

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

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

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

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

Audit Committee’s Pre-Approval Practice

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

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENTS

Exhibits

Exhibit No.		Description of Exhibit
3.1(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, 2007
10.2(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 Mongolia
99.2(9)		August 7, 2008 letter to Foreign Investment and Foreign Trade Authority of Mongolia
99.3(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 Tam
99.1(10)		Claim filed by Lin Dong Hong against Mongolia Energy Limited on August 20, 2008
99.2(10)		Judge’s Directive, dated August 27, 2008

Notes:

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

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

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

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

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

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

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

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

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

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

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

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 16th day of November, 2009.

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

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

Signature	Title	Date
/s/ Dennis Tan	President, Chief Executive Officer	November 16, 2009
Dennis Tan	and Director

/s/ Anthony Tam	Secretary, Treasurer and Director	November 16, 2009
Anthony Tam

/s/ Earl Abbott	Director	November 16, 2009
Earl Abbott

EXHIBIT INDEX

Exhibit #		Page#
31.1	Certificate pursuant to Rule 13a-14(a).	52

31.2	Certificate pursuant to Rule 13a-14(a).	54

32.1	Certificate pursuant to 18 U.S.C. Section 1350.	56

32.2	Certificate pursuant to 18 U.S.C. Section 1350.	57

Attached files

URANIUM 308 CORP. Reports

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