URANIUM 308 CORP. - FORM 10-Q

Attached files

file	filename
EX-32.2 - URANIUM 308 CORP.	v185324_ex32-2.htm
EX-31.2 - URANIUM 308 CORP.	v185324_ex31-2.htm
EX-32.1 - URANIUM 308 CORP.	v185324_ex32-1.htm
EX-31.1 - URANIUM 308 CORP.	v185324_ex31-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2010.

¨	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 (Address of principal executive offices)	89102 (Zip Code)

1-866-892-5232

(Registrant’s telephone number, including area code)

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

x Yes ¨ No

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

¨ Yes ¨ No

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

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

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

¨ Yes x No

APPLICABLE ONLY TO ISSUERS 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 ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding as of May 5, 2010
Common stock, $0.00001 par value	105,894,467

TABLE OF CONTENTS

Use of Names	1

Forward-Looking Statements	1

Part I – Financial Information	F-1

Item 1. Financial Statements	F-1

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation	3

Item 3. Quantitative and Qualitative Disclosures About Market Risk	7

Item 4T. Controls and Procedures	7

Part II – Other Information	8

Item 1. Legal Proceedings	8

Item 1A. Risk Factors	8

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	9

Item 3. Defaults Upon Senior Securities	9

Item 4. Submission of Matters to a Vote of Security Holders	9

Item 5. Other Information	9

Item 6. Exhibits	9

USE OF NAMES

In this Quarterly Report, the terms “Uranium 308,” “Company,” “we,” or “our,” unless the context otherwise requires, mean Uranium 308 Corp. and its subsidiaries, if any.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q 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 Quarterly 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 periodic 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.

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 periodic report.

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

URANIUM 308 CORP. AND SUBSIDIARIES

(AN EXPLORATION STAGE COMPANY)

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2010, AND 2009

(Unaudited)

Consolidated Financial Statements-

Consolidated Balance Sheets as of March 31, 2010, and December 31, 2009	F-2

Consolidated Statements of Operations and Comprehensive (Loss) for the Three Months Ended March 31, 2010, and 2009, and Cumulative from Inception	F-3

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2010, and 2009, and Cumulative from Inception	F-4

Notes to Consolidated Financial Statements March 31, 2010, and 2009	F-6

F-1

URANIUM 308 CORP. AND SUBSIDIARIES

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED BALANCE SHEETS (NOTES 2 AND 3)

AS OF MARCH 31, 2010, AND DECEMBER 31, 2009

(Unaudited)

	2010			2009
ASSETS
Current Assets:
Cash and cash equivalents	$	588		$	3,403
Prepaid expenses and deposit		57,882			57,882
Total current assets		58,470			61,285
Property and Equipment:
Computer and office equipment		9,290			9,290
Field equipment		6,405			6,405
Vehicles		4,816			4,816
		20,511			20,511
Less - Accumulated depreciation		(19,285	)		(19,263	)
Net property and equipment		1,226			1,248
Other Assets:
Mineral property licenses		72,450,000			72,450,000
Investment in affiliated company - 10% equity interest		14,400,000			14,400,000
Total other assets		86,850,000			86,850,000
Total Assets	$	86,909,696		$	86,912,533

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable - Trade	$	1,129,023		$	1,121,757
Accrued liabilities		114,988			125,294
Contract payable - Mineral properties contract		14,200,000			14,200,000
Loans from stockholders		2,126,099			2,109,599
Due to related parties		654,730			600,730
Total current liabilities		18,224,840			18,157,380
Total liabilities		18,224,840			18,157,380
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 issued and outstanding		1,059			1,059
Additional paid-in capital		83,042,515			83,042,515
Donated capital		14,625			14,625
Other accumulated comprehensive (loss)		(5,188	)		(2,240	)
(Deficit) accumulated during the exploration stage		(14,368,155	)		(14,300,806	)
Total stockholders' equity		68,684,856			68,755,153
Total Liabilities and Stockholders' Equity	$	86,909,696		$	86,912,533

The accompanying notes to consolidated financial statements are

an integral part of these consolidated balance sheets.

F-2

URANIUM 308 CORP. AND SUBSIDIARIES

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) (NOTES 2 AND 3)

FOR THE THREE MONTHS ENDED MARCH 31, 2010, AND 2009, AND

CUMULATIVE FROM INCEPTION (NOVEMBER 18, 2005)

THROUGH MARCH 31, 2010

(Unaudited)

							Cumulative
	Three months Ended						From Inception
	March 31,						Through
	2010			2009			March 31, 2010

Revenues	$	-		$	-		$	-
Expenses:
Stock-based compensation		-			1,232,053			9,171,947
Geological exploration		-			-			2,457,216
General and administrative		58,492			106,378			2,103,747
Professional fees		8,835			6,500			565,615
Depreciation		22			23			19,285
Donated services		-			-			9,750
Donated rent		-			-			4,875
Impairment of mineral property costs		-			-			3,542
Total general and administrative expenses		67,349			1,344,954			14,335,977
(Loss) from Operations		(67,349	)		(1,344,954	)		(14,335,977	)
Other Income		-			-			(32,178	)
Provision for income taxes		-			-			-
Net (Loss)	$	(67,349	)	$	(1,344,954	)	$	(14,368,155	)
Comprehensive (Loss):
Foreign currency translation		(2,948	)		(8,630	)		(5,188	)
Total Comprehensive (Loss)	$	(70,297	)	$	(1,353,584	)	$	(14,373,343	)
(Loss) Per Common Share:
(Loss) per common share - Basic and Diluted	$	(0.00	)	$	(0.01	)
Weighted Average Number of Common Shares Outstanding - Basic and Diluted		105,894,467			105,894,467

The accompanying notes to consolidated financial statements are

an integral part of these consolidated statements.

F-3

URANIUM 308 CORP. AND SUBSIDIARIES

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS (NOTES 2 AND 3)

FOR THE THREE MONTHS ENDED MARCH 31, 2010, AND 2009, AND

CUMULATIVE FROM INCEPTION (NOVEMBER 18, 2005)

THROUGH MARCH 31, 2010

(Unaudited)

							Cumulative
	Three Months Ended						From Inception
	March 31,						Through
	2010			2009			March 31, 2010
Operating Activities:
Net (loss)	$	(67,349	)	$	(1,344,954	)	$	(14,368,155	)
Adjustments to reconcile net (loss) to net cash (used in) provided by operating activities:
Depreciation		22			23			39,927
Donated services and rent		-			-			14,625
Impairment of mineral properties		-			-			(3,400	)
Stock-based compensation		-			1,232,053			7,996,262
Loss on disposition of fixed assets		-			-			42,100
Changes in net liabilities-
Prepaid expenses and deposit		-			10,076			(57,882	)
Accounts payable and accrued liabilities		(3,040	)		675			1,244,011
Net Cash (Used in) Operating Activities		(70,367	)		(102,127	)		(5,092,512	)
Investing Activities:
Purchases of property and equipment		-			-			(79,710	)
Acquisition of 10 percent interest in affiliated company		-			-			(1,450,000	)
Acquisition of mineral licenses		-			-			(4,550,142	)
Net Cash (Used in) Investing Activities		-			-			(6,079,852	)
Financing Activities:
Issuance of common stock for cash		-			-			7,362,061
Issuance of common stock for finder's fee		-			-			(144,750	)
Issuance of common stock for ownership interest		-			-			1,180,000
Loans from stockholders		16,500			30,549			2,126,099
Due to related parties		54,000			54,000			654,730
Net Cash Provided by Financing Activities		70,500			84,549			11,178,140
Effect of Other Comprehensive Income on Cash and Cash Equivalents		(2,948	)		(8,630	)		(5,188	)
Net (Decrease) Increase in Cash and Cash Equivalents		(2,815	)		(26,208	)		588
Cash and Cash Equivalents - Beginning of Period		3,403			28,997			-
Cash and Cash Equivalents - End of Period	$	588		$	2,789		$	588

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-4

URANIUM 308 CORP. AND SUBSIDIARIES

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS (NOTES 2 AND 3)

FOR THE THREE MONTHS ENDED MARCH 31, 2010, AND 2009, AND

CUMULATIVE FROM INCEPTION (NOVEMBER 18, 2005)

THROUGH MARCH 31, 2010

(Unaudited)

Supplemental Disclosure of Cash Flow Information:

On September 27, 2007, the Company issued 20,000,000 shares of common stock pursuant to the Share Purchase Agreement entered into for the acquisition of two mineral exploration licenses (See Note 5). The 20,000,000 shares of common stock were valued at $44,600,000.00

On November 28, 2007, the Company granted 7,300,000 stock options to acquire alike number of shared of common stock to its Directors, consultants, and an officers with the excerise price of $1.60 per share. The fair value of the stock option is $1.53 base on Black-Scholes Option Pricing Model on the grant date, and will be vested equally over 19 months from the initial vesting date. During the year ended December 31, 2008, 2,200,000 stock options were cancelled.

On January 22, 2008, the Company issued 5,000,000 shares of common stock pursuant to the Asset Purchase Agreement entered into for the acquisition of two mineral exploration licenses (See Note 5). The 5,000,000 shares of common stock were valued at $7,650,000.00

On January 31, 2008, the Company issued 12,000,000 shares of common stock pursuant to the Share Purchase Agreement entered into for a 10% investment in Hong Kong Mongolia Metals Limited. The 12,000,000 shares of common stock were valued at

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.

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-5

URANIUM 308 CORP. AND SUBSIDIARIES

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2010, AND 2009

(Unaudited)

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, and is in the exploration stage. On July 2, 2007, the Company completed a merger with its wholly owned subsidiary, Uranium 308 Corp., which was incorporated in the State of Nevada on June 12, 2007, solely to effect a name change. As a result, Uranium 308 changed its name from Montagu Resources Corp. to Uranium 308 Corp. Uranium 308 initially acquired a mineral property located in the province of British Columbia, Canada, which was registered in the name of the former President of Uranium 308, who agreed to hold the claim in trust on behalf of the Company. As of November 23, 2007, Uranium 308 forfeited its claim on such property. On September 27, 2007, Uranium 308 completed a Share Purchase Agreement entered into between the Company, Mongolia Energy Limited (“MEL”), and all of the stockholders of MEL. MEL is the sole stockholder/registered capital owner of Tooroibandi Limited, a company organized under the laws of Mongolia. As a result of the Share Purchase Agreement, Uranium 308 has indirectly acquired two exploration licenses identified by license numbers 12207X effective to November 14, 2009, and 11317X effective to February 19, 2009, (the “Exploration Licenses”) which are owned by Tooroibandi Limited. License number 12207X covers 4,017 hectares of mineral property named Jargalant, and license number 11317X covers 15,621 hectares of mineral property named Elstiin Uul, which are both located in the Territory of Erdene soum, Tuv Province, Mongolia. The Exploration Licenses comprise the 196.38 sq. km Janchivlan Property, which is located approximately 70 km southeast of Ulaanbaatar, the capital of Mongolia. Uranium 308's common shares are listed for trading on the OTC Bulletin Board under the symbol “URCO.”

Unaudited Interim Consolidated Financial Statements

The consolidated interim financial statements of Uranium 308 as of March 31, 2010, and December 31, 2009, and for the three months ended March 31, 2010, and 2009, and cumulative from inception, are unaudited. However, in the opinion of management, the interim consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position of the Company as of March 31, 2010, and December 31, 2009, and the results of its operations and its cash flows for the three months ended March 31, 2010, and 2009, and cumulative from inception. These results are not necessarily indicative of the results expected for the calendar year ending December 31, 2010. The accompanying consolidated financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States of America. Refer to the Company’s audited financial statements as of December 31, 2009, filed with the SEC for additional information, including significant accounting policies. The accompanying consolidated financial statements have been prepared from the books of accounts of the Company and its subsidiaries under the accrual method of accounting.

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America, and are expressed in United States dollars. In addition, the accompanying consolidated financial statements include the accounts of Uranium 308 and its wholly owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation.

Cash and Cash Equivalents

Uranium 308 considers cash on hand, cash in banks, and all highly liquid instruments with maturity of three months or less at the time of issuance to be cash and cash equivalents.

F-6

URANIUM 308 CORP. AND SUBSIDIARIES

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2010, AND 2009

(Unaudited)

Revenue Recognition

Uranium 308 is in the exploration stage and has yet to realize revenues from operations. Once the Company has commenced operations, it will recognize revenues when delivery of its product has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.

Basic and Diluted Net Income (Loss) Per Share

Uranium 308 computes net income (loss) per share in accordance with FASB ASC 260, “Earnings per Share” (“SFAS No. 128”). FASB ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

Income Taxes

Uranium 308 accounts for income taxes pursuant to FASB ASC 740, “Accounting for Income Taxes.” Under FASB ASC 740-10-25, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

Uranium 308 maintains a valuation allowance with respect to deferred tax assets. Uranium 308 establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws.

Changes in circumstances, such as Uranium 308 generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.

F-7

URANIUM 308 CORP. AND SUBSIDIARIES

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2010, AND 2009

(Unaudited)

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 March 31, 2010, and December 31, 2009, 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 three months ended March 31, 2010, and 2009, and cumulative from inception, Uranium 308 has not incurred a loss relating to this concentration of credit risk.

Mineral Properties and Exploration Expenses

Uranium 308 has been in the exploration stage since its formation on November 18, 2005, and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition and licensing costs are initially capitalized when incurred. The Company assesses the carrying costs for impairment under FASB ASC 360 “Accounting for Impairment or Disposal of Long Lived Assets,” at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized for depletion purposes using the units-of-production method over the estimated life of the probable reserves. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

Property and Equipment

The components of property and equipment are stated at cost. Property and equipment costs are depreciated or amortized for financial reporting purposes over the useful lives of the related assets by the straight-line method. Useful lives utilized for calculating depreciation or amortizations are as follows:

Computer and office equipment		3 to 5 years
Field equipment		5 years
Vehicles		5 years

F-8

URANIUM 308 CORP. AND SUBSIDIARIES

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2010, AND 2009

(Unaudited)

Upon disposition of an asset, its cost and related accumulated depreciation or amortization is removed from the accounts, and any resulting gain or loss is recognized.

Lease Obligations

All non-cancelable leases with an initial term greater than one year are categorized as either capital or operating leases. Assets recorded under capital leases are amortized according to the same methods employed for property and equipment or over the term of the related lease, if shorter.

Long-lived Assets

In accordance with FASB ASC 360, Uranium 308 tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life.

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 three months ended March 31, 2010, and 2009, and cumulative from inception, no events requiring an impairment loss occurred.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Uranium 308 regularly evaluates estimates and assumptions related to useful life and recoverability of long-lived assets and deferred income tax asset valuation allowances. Uranium 308 bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by Uranium 308 may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

F-9

URANIUM 308 CORP. AND SUBSIDIARIES

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2010, AND 2009

(Unaudited)

Comprehensive Income

Uranium 308 has adopted Statement of FASB ASC 220 “Reporting Comprehensive Income” (“SFAS No. 130”). Comprehensive income includes net income and all changes in equity during a period that arises from non-owner sources, such as foreign currency items and unrealized gains and losses on certain investments in equity securities.

Foreign Currency Translation

Uranium 308's functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with FASB ASC 830, “Foreign Currency Translation,” using the exchange rate prevailing at the balance sheet date. Operating costs are translated using the average exchange rate prevailing during the period. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars. Uranium 308 has not entered into derivative instrument transactions to offset the impact of foreign currency fluctuations. Translation gains or losses related to such transactions are recognized for each reporting period in the related statement of operations and comprehensive income (loss).

Stock-based Compensation

Uranium 308 records stock based compensation in accordance with FASB ASC 718, “Share-Based Payments.” which requires the measurement and recognition of compensation expense based on estimated fair values for all share-based awards made to employees and Directors, including stock options. The Company has issued a total of 4,600,000 stock options to its Directors and consultants through March 31, 2010.

2. Exploration Stage Activities and Going Concern

During the period from inception through March 31, 2010, 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.

F-10

URANIUM 308 CORP. AND SUBSIDIARIES

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2010, AND 2009

(Unaudited)

The accompanying consolidated financial statements have been prepared on a going concern basis, which implies that Uranium 308 will continue to realize its assets and discharge its liabilities in the normal course of business. Uranium 308 has not generated revenues since inception and has never paid any dividends, and it is unlikely that the Company will pay dividends or generate earnings in the immediate or foreseeable future. The continuation of Uranium 308 as a going concern is dependent upon the continued financial support from its stockholders, the ability of Uranium 308 to obtain necessary equity financing to continue operations, and the attainment of profitable operations.

While management of the Company believes that the Company will be successful in providing cash resources from debt and equity transactions, there can be no assurance that the Company will be able to generate the resources required under its business plan, or be successful in its capital formation activities to allow the Company to commence and sustain its operations, and achieve profitability. As of March 31, 2010, Uranium 308 had accumulated losses since inception of $14,368,155. These and other factors raise substantial doubt regarding Uranium 308's ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments as to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should Uranium 308 be unable to continue as a going concern.

3. Restatement

Subsequent to December 31, 2008, management of the Company determine that the fair value of 12,000,000 shares of common stock that were issued in connection with a Share Purchase Agreement between the Company and Mongolia Metals Limited (“MML”) for the acquisition of a 10 percent interest in MML, was understated by $14,384,928. (See Note 7 for additional information). The Company corrected the error by increasing the investment in said 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 said affiliated company and additional paid-in capital by the same amount, $14,384,928, and had no impact on net (loss) and comprehensive (loss) for the periods ended March 31, 2010, and 2009. (Loss) per share – basic and diluted for the period remained unchanged.

4. Related Party Transactions

For the period ended June 30, 2007, Uranium 308 recognized a total of $3,000 (2006 - $6,000) for donated services at $500 per month and $1,500 (2006 - $3,000) for donated rent at $250 per month provided by the former President of Uranium 308. The donated services and rent were terminated as of July 1, 2007.

As of March 31, 2010, Uranium 308 was indebted to a related-party company in the amount of $654,730 (December 31, 2009 - $600,730), which is non-interest bearing, unsecured, and due upon demand.

F-11

URANIUM 308 CORP. AND SUBSIDIARIES

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2010, AND 2009

(Unaudited)

For the three months ended March 31, 2010, the Company paid Mr. Dennis Tan, the president and CEO of Uranium 308, $60,000, and as of December 31, 2009, owed him $260,000, as consulting fees payable (included in accounts payable-trade in the accompanying consolidated balance sheets) in accordance with the Consulting Agreement between Dennis Tan and Uranium 308, dated July 24, 2007.

For the three months ended March 31, 2010, the Company paid Mr. Michael Tan, the brother of the president and CEO of Uranium 308, $48,000, and as of March 31, 2010, owed him $208,000, as consulting fees payable (included in accounts payable-trade in the accompanying consolidated balance sheets) in accordance with the Consulting Agreement between Michael Tan and Uranium 308, dated July 24, 2007.

5. Loans from Stockholders

As of March 31, 2010, Uranium 308 had received a total of $2,126,099 (December 31, 2009 – $2,109,599) as loans from three stockholders. The loans from stockholders are unsecured, non-interest bearing, and have no stated terms of repayment.

6. Mineral Properties and Licenses

In November 2005, Uranium 308, through its former president and Director, acquired 100 percent of the rights, title, and interest in a mining claim representing 20 units in the Kamloops Mining Division in the Province of British Columbia, Canada. Payment of $3,400 was required to record this mining claim and was paid by a company controlled by the president of Uranium 308. The claim is registered in the name of the former president of Uranium 308, who has agreed to hold the claim in trust on behalf of Uranium 308. On November 23, 2006, the mineral claim lapsed and the former president of Uranium 308 re-staked the mineral claim in trust for Uranium 308 at a cost of $142. However, as of November 23, 2007, Uranium 308 forfeited its claim on this property.

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.

F-12

URANIUM 308 CORP. AND SUBSIDIARIES

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2010, AND 2009

(Unaudited)

On January 15, 2008, Uranium 308 entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Success Start Energy Investment Co. (“Success Start”), a Hong Kong corporation, and the Company’s subsidiary, Tooroibandi Limited (the “Subsidiary”), whereby Uranium 308 has agreed to provide the consideration on behalf of the Subsidiary for the acquisition of two uranium exploration licenses from Success Start referenced as license number 10256X covering 1540 hectares (15.40 sq. km) (known as the Tsagaan Chuluut property), and license number 13060X covering 3116 hectares (31.15 sq. km) (known as the Khar Balgast property) (collectively, the “Licenses”), which Licenses are located 385 km east from the city of Ulaanbaatar, Mongolia and 75 km northwest from Undurkhaan, a town on the border of Umnudelger, Kherien, and Binder Sum of Khentii Province of Mongolia in exchange for 10,000,000 shares of common stock of Uranium 308, and $8,000,000 in cash in accordance with the terms and conditions of the Asset Purchase Agreement. On January 22, 2008, Uranium 308 issued 5,000,000 shares of common stock to Success Start Energy Investment Co. (“Success Start”), a Hong Kong Corporation, in accordance with the Asset Purchase Agreement, entered into on January 15, 2008, between Uranium 308, Success Start, and Uranium 308’s subsidiary, Tooroibandi Limited. The cash and stock value of the Share Purchase Agreement were $8,000,000, and $15,300,000, respectively, and were attributable to the acquisition of the mineral property licenses described above. As of March 31, 2010, the Company owed $14,200,000 (consisting of $7,650,000 as the value related to 5,000,000 shares of common stock remaining to be issued, and $6,550,000 in cash due) to Success Start in connection with the Asset Purchase Agreement.

7. Purchase of 10 Percent Interest in Affiliated Company

On January 28, 2008, Uranium 308 entered into a share purchase agreement (the “Share Purchase Agreement”) with Mongolia Energy Limited (“MEL”), a subsidiary of Uranium 308, Tooroibandi Limited (“Tooroibandi”), a subsidiary of Uranium 308, Mongolia Metals Limited (“MML”), a company organized under the laws of the British Virgin Islands, and Hong Kong Mongolia Metals Limited (“HKMML”), a company organized under the laws of Mongolia and a wholly owned subsidiary of MML, whereby Uranium 308 agreed to issue 12,000,000 shares of common stock of Uranium 308 with a value of $14,400,000 to MML in exchange for MEL receiving a 10 percent 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 percent ownership interest in HKMML, all in accordance with the terms and conditions of the Share Purchase Agreement.

F-13

URANIUM 308 CORP. AND SUBSIDIARIES

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2010, AND 2009

(Unaudited)

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, which had already been issued to MML. In addition, HKMML is in the process of having Tooroibandi registered as a 1 percent owner of the registered capital in HKMML, which is expected to be finalized in the near term, and Tooroibandi has already had the Exploration Licenses registered on behalf of HKMML for use under the Tin Exploration Licenses registered to HKMML.

8. Common Stock

On March 15, 2007, Uranium 308 affected a 25:1 forward stock split of the authorized, issued, and outstanding common stock. As a result, the authorized share capital increased from 100,000,000 shares of common stock to 2,500,000,000 shares of common stock with no change in par value. All share amounts have been retroactively adjusted for all periods presented.

On July 2, 2007, Uranium 308 affected 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 surrender for cancellation in the aggregate 166,500,000 shares of common stock in order to encourage equity investment in the Company. Mr. Dennis Tan voluntarily agreed to surrender for cancellation 96,500,000 of the 112,500,000 post forward stock split shares registered in his name, and Mr. Ka Yu voluntarily agreed to surrender for cancellation 70,000,000 of the 75,000,000 post forward stock split shares registered in his name. The cancellation of the 166,500,000 shares reduced the issued and outstanding shares at the time from 225,412,500 shares to 58,912,500 shares.

On September 7, 2007, Uranium 308 received common stock subscriptions for 1,360,000 units at $0.50 per unit for proceeds of $680,000. Each unit is comprised of one share of common stock and a one-share purchase warrant. Each share purchase warrant entitles the holder to purchase one share of common stock at $0.75 per share with an expiration date two years from the date of issuance.

From July 1, 2007, to September 11, 2007, Uranium 308 received common stock subscriptions for 6,297,501 units at $0.75 per unit for proceeds of $4,723,126. Each unit is comprised of one share of common stock and a one-half share purchase warrant. Each whole share purchase warrant entitles the holder to purchase one share of common stock at $1.50 per share with an expiration date two years from the date of issuance.

F-14

URANIUM 308 CORP. AND SUBSIDIARIES

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2010, AND 2009

(Unaudited)

On September 27, 2007, Uranium 308 completed the Share Purchase Agreement, entered into between Uranium 308, MEL, and all the stockholders of MEL, whereby Uranium 308 acquired 100 percent of the issued and outstanding shares in the capital of MEL through the payment of $4,550,000 in cash, the issuance of 5,000,000 shares of common stock of Uranium 308 in aggregate to the stockholders of MEL on a pro rata basis in accordance with each MEL stockholders’ percentage of ownership in MEL, and the issuance of 15,000,000 shares of common stock of Uranium 308 to Mr. Lin Dong Hong (the vendor of Tooroibandi Limited). Under the terms of the Share Purchase Agreement, additional shares of common stock (up to 5,000,000 shares) are required to be issued to Mr. Lin Dong Hong based on the uranium reserves determined from the property in Mongolia covered by the two exploration licenses described above. The cash and stock value of the Share Purchase Agreement was $49,150,000, and was attributable to the acquisition of the mineral property licenses described above.

In relation to Uranium 308’s private placement offering at $0.75 per Unit entered into with the offshore investors only, Uranium 308 has or will be paying: (i) a cash finder’s fee in the amount of $72,000 to an entity in Singapore; (ii) a cash finder’s fee in the amount of $26,250 to an individual in Hong Kong; (iii) a finder’s fee of 66,666 shares of common stock to an individual in Singapore; (iv) a finder’s fee of 45,000 share of common stock to an individual in Singapore; and (v) a finder’s fee of 320,000 shares of common stock to an individual.

On November 29, 2007, Uranium 308 issued 588,500 units (each a “Unit”) to 17 individuals/entities due to the closing of the Company’s private placement at $1.00 per Unit for total gross proceeds of $588,500. Each Unit consists of one share of common stock of Uranium 308 and one-half of one share purchase warrant, with each whole warrant entitling the holder to purchase one additional share of common stock of the Company at $2.00 per warrant share until November 29, 2009.

In relation to Uranium 308’s private placement offering at $1.00 per Unit entered into with the offshore investors only, the Company has or will be paying: (i) a cash finder’s fee in the amount of $31,500 to an individual in Singapore; (ii) a finder’s fee of 10,000 shares of common stock to Rita Chou of Singapore; and (iii) a finder’s fee of 4,300 Shares of common stock to Hsien Loong Wong of Singapore.

On January 22, 2008, Uranium 308 issued 5,000,000 shares of common stock, valued at $1.53 per share, to Success Start Energy Investment Co. (“Success Start”), a Hong Kong Corporation, in accordance with the Asset Purchase Agreement, entered into on January 15, 2008, between Uranium 308, Success Start, and Uranium 308’s subsidiary, Tooroibandi Limited.

F-15

URANIUM 308 CORP. AND SUBSIDIARIES

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2010, AND 2009

(Unaudited)

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 March 31, 2010, total issued and outstanding shares of common stock increased to 105,894,467 shares.

9. Stock-based Compensation

For the three months ended March 31, 2010 and 2009, the amounts of $2,053,421 and $5,942,842, respectively, of stock option compensation expense were recognized under the Stock-based Compensation Plan.

During the year ended December 31, 2007, 7,300,000 stock options were granted under the Stock-based Compensation Plan with the exercise price of $1.60 per share, being the market price at the time of the grant. Of these options, 6,500,000 were issued to Directors and 800,000 were issued to consultants and an officer. The Optionee shall have the initial vested right to purchase an aggregate of up to five percent of the Option Shares on November 28, 2007, and the Optionee’s remaining right to purchase an aggregate of up to the remaining 95 percent of the Option Shares under the Option shall only vest in equal monthly proportions over a period of 19 months from the Initial Vesting Date. During the year ended December 31, 2008, 2,200,000 stock options were cancelled because one director resigned and one consultant terminated his contract with the Company. During the year ended December 31, 2009, 250,000 stock options were cancelled because one director resigned. During the three months ended March 31, 2010, 250,000 stock options were cancelled because one director resigned.

F-16

URANIUM 308 CORP. AND SUBSIDIARIES

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2010, AND 2009

(Unaudited)

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		$	1.6	$	1.53

Stock Options Cancelled		(2,000,000	)		(200,000	)		(2,200,000	)		1.6		1.53

Balance - December 31, 2008		4,500,000			600,000			5,100,000		$	1.6	$	1.53

Stock Option Issued		-			-			-			1.6		1.53

Stock Option Cancelled		(250,000	)		-			(250,000	)		1.6		1.53

Balance - December 31, 2009		4,250,000			600,000			4,850,000		$	1.6	$	1.53

Stock Option Cancelled		(250,000	)		-			(250,000	)		1.6	$	1.53

Balance - March 31, 2010		4,000,000			600,000			4,600,000		$	1.6	$	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 three months ended December 31, 2007, were estimated at $1.53 per using the Black-Scholes Option Pricing Model with the following weighted average assumptions:

F-17

URANIUM 308 CORP. AND SUBSIDIARIES

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2010, AND 2009

(Unaudited)

Volatility:	263.3	%
Risk-free interest rate:	3.50	%
Dividend yield:	—
Expected lives (months):	19

Option-pricing models require the use of highly subjective estimates and assumptions including the expected stock price volatility. Changes in the underlying assumptions can materially affect the fair value estimates and therefore, in management’s opinion, existing models do not necessarily provide reliable measure of the fair value of Uranium 308’s stock options.

10. Appointment of Additional Directors and Officers

On November 7, 2007, Uranium 308 appointed Mr. David Lorge as Vice President of Exploration.

On November 28, 2007, Uranium 308 increased the Board of Directors by two, and appointed Mr. Chris Metcalf and Mr. Martin Shen as Directors.

On February 20, 2008, Uranium 308 increased the Board of Directors by one, and appointed Mr. Earl Abbott as a Director of Uranium 308.

Effective July 18, 2008, Mr. Lin Dong Hong resigned as a Director of the Company. On August 13, 2008, the Board of Directors of the Company accepted the resignation of Mr. Lin Dong Hong.

On July 17, 2009, Mr. Chris Metcalf resigned as a Director of Uranium 308 Corp.

On November 12, 2009, Mr. Martin Shen resigned as a Director of Uranium 308 Corp.

11. Income Taxes

Potential benefits of income tax losses are not recognized by the Company until realization is more likely than not. Uranium 308 has net operating losses of $14,368,155 which begin to expire in 2025. Pursuant to FASB ASC 740, Uranium 308 is required to compute deferred tax asset benefits for net operating losses carried forward. The potential benefit of net operating losses has not been recognized in these financial statements because Uranium 308 cannot be assured it is more likely than not it will utilize the net operating losses carried forward to future years.

For the three months ended March 31, 2010, and 2009, the provision for income taxes consisted of the following (assuming an effective tax rate of 15 percent):

F-18

URANIUM 308 CORP. AND SUBSIDIARIES

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2010, AND 2009

(Unaudited)

	Three Months Ended
	March 31,
	2009			2008
Current Tax Provision:
Federal and state-
Taxable income	$	-		$	-
Total current tax provision	$	-		$	-
Deferred Tax Provision:
Federal and state-
Loss carryforwards	$	10,102		$	201,743
Change in valuation allowance		(10,102	)		(201,743	)
Total deferred tax provision	$	-		$	-

As of March 31, 2010, and December 31, 2009, deferred tax assets consisted of the following:

	2010			2009
Loss carryforwards	$	(2,155,223	)	$	(2,145,121	)
Less - Valuation allowance		2,155,223			2,145,121
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. At the end of February 2009, Uranium 308 terminated the office lease agreement.

F-19

URANIUM 308 CORP. AND SUBSIDIARIES

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2010, AND 2009

(Unaudited)

In late August 2008, MEL discovered that Lin Dong Hong, a former Director of the Company, engaged in alleged self-dealing and fraudulent transfer of 20.53 percent of the ownership of Tooroibandi to Xinjiang Ridong Mining Investment Co. Ltd, a Chinese company that is owned by Lin Dong Hong, under Mongolia’s Foreign Investment and Foreign Trade Authority Resolution A-2783.

In early September 2008, MEL discovered that Lin Dong Hong allegedly fraudulently transferred an additional 22 percent ownership of Tooroibandi to Mr. Mo Oihua, a business associate of Lin Dong Hong, under Mongolia’s Foreign Investment and Foreign Trade Authority Resolution A-3769.

On August 7, 2008, the Company, under MEL, wrote letters to the State Registration Office of Mongolia (“SRO”) and to the Foreign Investment and Foreign Trade Authority of Mongolia (“FIFTA”) to have the share registrations reversed and is awaiting the decision of these offices. In addition, MEL filed a claim under a Civil Case with the Capital City Administrative Court against the alleged illegal registrations with SRO and FIFTA. The Civil Case has been suspended pending the outcome of a civil case related to a claim filed by Lin Dong Hong’s authorized representative, Mrs. N. Enkhtuya, against MEL’s authorized representative, Mr. D. Enkhtur.

The Civil Case was also delayed while the Chief Justice of Mongolia considered issues and challenges relating to relevance of evidence, acceptance of counterclaim, change of venue, and removal of Judge T. Tuya. The Chief Justice of Mongolia has denied the request to have Judge T. Tuya removed, and the Civil Case is expected to proceed in the near future. The management of the Company believes that outcome of the Civil Case will take several months to be determined.

Subsequent to September 30, 2008, the Board of Directors of the Company learned that the four Tin Exploration Licensees (License Numbers 13061X, 13062X, 13063X, and 13064X) received by HKMML through the Share Purchase Agreement transaction between the Company, MEL, Tooroibandi, MML, and HKMML, were not contiguous or somewhat overlapping with the Exploration Licenses (License Numbers 11317X, 12207X) held by Tooroibandi, which was represented to the Company and MEL and was a major reason and inducement for Uranium 308 and MEL to enter into such Share Purchase Agreement. The Tin Exploration Licenses were determined to be located completely within the boundaries of the two Exploration Licenses held by Tooroibandi. The Board of Directors is currently evaluating the position of the Company under the terms of the Share Purchase Agreement between the Company, MEL, Tooroibandi, MML and HKMML, and may elect to rescind the transaction, cancel the 12,000,000 shares of common stock issued to MML, and make application to the have the Tin Exploration Licenses reassigned to Tooroibandi instead of HKMML. As of March 31, 2010, the matter is still pending before the Board of Directors of the Company.

F-20

URANIUM 308 CORP. AND SUBSIDIARIES

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2010, AND 2009

(Unaudited)

13. Recently Issued Accounting Pronouncements

On May 22, 2009, the FASB issued FASB Statement No. 164, (FASB ASC 958) “Not-for-Profit Entities: Mergers and Acquisitions”. SFAS No. 164 (FASB ASC 958) is intended to improve the relevance, representational faithfulness, and comparability of the information that a not-for-profit entity provides in its financial reports about a combination with one or more other not-for-profit entities, businesses, or nonprofit activities. To accomplish that, this Statement establishes principles and requirements for how a not-for-profit entity:

	a.	Determines whether a combination is a merger or an acquisition.
	b.	Applies the carryover method in accounting for a merger.
	c.	Applies the acquisition method in accounting for an acquisition, including determining which of the combining entities is the acquirer.
	d.	Determines what information to disclose to enable users of financial statements to evaluate the nature and financial effects of a merger or an acquisition.

This Statement also improves the information a not-for-profit entity provides about goodwill and other intangible assets after an acquisition by amending FASB Statement No. 142, Goodwill and Other Intangible Assets, to make it fully applicable to not-for-profit entities.

SFAS No. 164 (FASB ASC 958) is effective for mergers occurring on or after December 15, 2009, and acquisitions for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2009. Early application is prohibited. The management of Company does not expect the adoption of this pronouncement to have material impact on its financial statements.

On May 28, 2009, the FASB issued FASB Statement No. 165, (FASB ASC 855) “Subsequent Events.” SFAS No. 165 (FASB ASC 855) establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Specifically, Statement 165 (FASB ASC 855) provides:

F-21

URANIUM 308 CORP. AND SUBSIDIARIES

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2010, AND 2009

(Unaudited)

	1.	The period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements.
	2.	The circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements.
	3.	The disclosures that an entity should make about events or transactions that occurred after the balance sheet date.

In accordance with this Statement, an entity should apply the requirements to interim or annual financial periods ending after June 15, 2009. The adoption of this pronouncement did not have a material impact on the financial statements of the Company.

In June 2009, the FASB issued FASB Statement No. 166, (FASB ASC 860) “Accounting for Transfers of Financial Assets- an amendment of FASB Statement No, 140.” SFAS No. 166 (FASB ASC 860) is a revision to SFAS No. 140 “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities” and will require more information about transfers of financial assets, including securitization transactions, and where companies have continuing exposure to the risks related to transferred financial assets. It eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures.

This statement is effective for financial asset transfers occurring after the beginning of an entity's first fiscal year that begins after November 15, 2009. The management of the Company does not expect the adoption of this pronouncement to have material impact on its financial statements.

In June 2009, the FASB issued FASB Statement No. 167, (FASB ASC 810) "Amendments to FASB Interpretation No. 46(R).” SFAS No. 167 (FASB ASC 810) amends certain requirements of FASB Interpretation No. 46(R), “Consolidation of Variable Interest Entities” and changes how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance.

This statement is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009. The management of the Company does not expect the adoption of this pronouncement to have material impact on its financial statements.

In June 2009, the FASB issued FASB Statement No. 168, (FASB ASC 105) "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles - a replacement of FASB Statement No. 162.” SFAS No. 168 (FASB ASC 105) establishes the FASB Accounting Standards Codification (the "Codification") to become the single official source of authoritative, nongovernmental U.S. generally accepted accounting principles (“GAAP”). The Codification did not change GAAP but reorganizes the literature.

F-22

URANIUM 308 CORP. AND SUBSIDIARIES

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2010, AND 2009

(Unaudited)

SFAS No. 168 (FASB ASC 105) is effective for interim and annual periods ending after September 15, 2009. The adoption of this pronouncement did not have a material impact on the financial statements of the Company.

F-23

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

You should read the following plan of operation together with our consolidated financial statements and related notes appearing elsewhere in this Quarterly Report. This plan of operation contains forward-looking statements that involve risks, uncertainties, and assumptions. The actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors

Overview

Our Company, Uranium 308 Corp., was incorporated in the State of Nevada on November 18, 2005, under the name Montagu Resources Corp. On July 2, 2007, we completed a merger with our wholly owned subsidiary and changed our name to “Uranium 308 Corp.” following a change in our

business direction from gold exploration to uranium exploration.

In addition, effective July 2, 2007, we affected 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, 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 of common stock 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 of common stock registered in his name. The cancellation of these 166,500,000 shares of common stock reduced the issued and outstanding shares of common stock from 225,412,500 to 58,912,500 as of July 27, 2007.

Business of the Company

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

(1)	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

(2)	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 February 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. 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 Quarterly Report, the matter is still pending before the Board of Directors of the Company.

We are an exploration stage corporation. An exploration stage corporation is one engaged in the search for mineral deposits or reserves which are not in either the development or production stage. We intend to focus our exploration activities on mineral properties in Mongolia and other regions, which may result in the acquisition of other entities that own certain mineral rights or licenses.

There is no assurance that commercially viable mineral deposits exist on our properties and further exploration will be required before a final evaluation as to the economic feasibility is determined.

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 projects 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.

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 do not 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 cannot predict what that will be until we find mineralized material.

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

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

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

Limited Operating History; Need for Additional Capital

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

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

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

Liquidity and Capital Resources

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

As of the date of this Quarterly Report, we have yet to generate any revenues.

As of March 31, 2010, our total assets were $86,909,696 compared to $86,912,533 as of December 31, 2009; our total liabilities were $18,224,840 compared to $18,157,380 as of December 31, 2009; and, we had cash resources of $588 compared to $3,403 as of December 31, 2009.

Results of Operation

Three Month Period Ended March 31, 2010

Stock based compensation: Stock based compensation expenses were $nil and $1,232,053 for the three months ended March 31, 2010 and 2009, respectively, as the Company did not provide any stock-based compensation for the three month period ended March 31, 2010.

Geological exploration: Geological exploration expenses were $nil and $nil for the three months ended March 31, 2010 and 2009, respectively, as the Company did not undertake any geological exploration during the three month periods ended March 31, 2010 and 2009.

General and administrative fees: General and administrative expenses were $58,492 and $106,378 for the three months ended March 31, 2010 and 2009, respectively. This decrease was due to decreased activity in the Company during the three months ended March 31, 2010, due to the lack of financial resources.

Professional fees: Professional fees were $8,835 and $6,500 for the three months ended March 31, 2010 and 2009, respectively. This increase was due to the additional regulatory filings for the Company during the three months ended March 31, 2010.

Depreciation: Depreciation was $22 and $23 for the three months ended March 31, 2010 and 2009, respectively.

Net Loss: Net loss was $67,349 and $1,344,954 for the three months ended March 31, 2010 and 2009, respectively. This decrease in net loss of $1,277,605 resulted primarily from a decrease in stock-based compensation expenses and general and administrative expenses of the Company during the three months ended March 31, 2010.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4T. 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 current period that would not be detected, and (ii) accordingly, our disclosure controls and procedures were not effective as of March 31, 2010.

Changes in Internal Control Over Financial Reporting

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

PART II – OTHER INFORMATION

ITEM 1. 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

There have been no material developments in our wholly owned subsidiary, Mongolia Energy Limited (“MEL”), claim filed in the Capital City Administrative Court of Mongolia to reverse certain registrations made by Foreign Investment and Foreign Trade Agency of Mongolia (“FIFTA”) and the State Registration Office of Mongolia (“SRO”) at the request of Lin Dong Hong to dilute MEL’s registered ownership in Tooroibandi. MEL’s claim was suspended and has not been continued as of the date of this Form 10-Q.

A copy of MEL’s claim filed with the Capital City Administrative Court of Mongolia was attached as Exhibit 99.3 to the Company’s Form 8-K filed on August 27, 2008, and is incorporated herein by reference. The affidavit of Mr. Anthony Tam was filed in support of the MEL’s claim and a copy of his affidavit was attached as Exhibit 99.4 to the Company’s Form 8-K filed on August 27, 2008, and is incorporated herein by reference. A discussion of MEL’s claim was previously disclosed in the Company’s amended Form 10-K filed on March 3, 2010 under the heading “ITEM 3. LEGAL PROCEEDINGS” and is incorporated herein by reference.

ITEM 1A. RISK FACTORS

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

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. [REMOVED AND RESERVED]

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

(a) Exhibit List

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. §1350

32.2 Certificate pursuant to 18 U.S.C. §1350

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	URANIUM 308 CORP. (Registrant)
Date: May 17, 2010	By: /s/ Dennis Tan
	Dennis Tan
	President, Chief Executive Officer and Director (Principal Executive Officer and Principal Financial Officer)

Attached files

URANIUM 308 CORP. Reports

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