Attached files
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EX-99.1 - URANIUM 308 CORP. | v206152_ex99-1.htm |
EX-99.2 - URANIUM 308 CORP. | v206152_ex99-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported) November 22,
2010
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URANIUM
308 CORP.
(Exact
name of registrant as specified in its chapter)
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Nevada
(State
or other jurisdiction
of
incorporation
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000-52476
(Commission
File
Number)
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33-1173228
(IRS
Employer
Identification
No.)
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2808
Cowan Circle
Las
Vegas, NV
(Address
of principal executive offices)
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89102
(Zip
Code)
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Registrant's
telephone number, including area code (866)
892-5232
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N/A
(Former
name or former address, if changed since last
report)
|
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF
240.13e-4(c))
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ITEM
1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
November 22, 2010, we entered into an Agreement for the Sale and Assignment and
Affirmation of Obligations (the “Assignment & Affirmation Agreement”) with
one of our lenders and an individual in Florida, whereby we agreed to the sale
and assignment of $30,000 of indebtedness from the certain lender (the
“Assignor”) to the individual in Florida (the “Assignee”) and we affirmed our
obligation to the Assignee to pay the indebtedness.
The
foregoing description of the Assignment & Affirmation Agreement does not
purport to be complete and is qualified in its entirety by reference to the form
of Assignment & Affirmation Agreement, which is attached hereto as Exhibit
99.1, and is incorporated herein by reference.
In
addition, on November 22, 2010 and in conjunction with the Assignment &
Affirmation Agreement, we entered into an Agreement for Conversion of
Indebtedness to Common Stock (the “Conversion Agreement”) with the Assignee,
whereby we agreed with the Assignee to convert the $30,000 indebtedness into
2,000,000 shares of our common stock subject to the terms and conditions of the
Conversion Agreement.
The
foregoing description of the Conversion Agreement does not purport to be
complete and is qualified in its entirety by reference to the form of Conversion
Agreement, which is attached hereto as Exhibit 99.2, and is incorporated herein
by reference.
On
November 29, 2010, we entered into an Agreement for the Sale and Assignment and
Affirmation of Obligations (the “Assignment & Affirmation Agreement”) with
one of our lenders and an entity in New Jersey, whereby we agreed to the sale
and assignment of $30,000 of indebtedness from the certain lender (the
“Assignor”) to the entity in New Jersey (the “Assignee”) and we affirmed our
obligation to the Assignee to pay the indebtedness.
The
foregoing description of the Assignment & Affirmation Agreement does not
purport to be complete and is qualified in its entirety by reference to the form
of Assignment & Affirmation Agreement, which is attached hereto as Exhibit
99.1, and is incorporated herein by reference.
In
addition, on November 29, 2010 and in conjunction with the Assignment &
Affirmation Agreement, we entered into an Agreement for Conversion of
Indebtedness to Common Stock (the “Conversion Agreement”) with the Assignee,
whereby we agreed with the Assignee to convert the $30,000 indebtedness into
2,000,000 shares of our common stock subject to the terms and conditions of the
Conversion Agreement.
The
foregoing description of the Conversion Agreement does not purport to be
complete and is qualified in its entirety by reference to the form of Conversion
Agreement, which is attached hereto as Exhibit 99.2, and is incorporated herein
by reference.
2
ITEM
3.02. UNREGISTERED SALES OF EQUITY SECURITIES
On
December 14, 2010, we issued 2,000,000 shares of our common stock to an
individual in Florida pursuant to an Agreement for Conversion of Indebtedness to
Common Stock, dated November 22, 2010, entered into with the individual in
Florida at a price of $0.015 per share resulting in the elimination of $30,000
of indebtedness on our books. We believe that the issuance is exempt
from registration under Section 4(2) of the Securities Act of 1933, as
amended.
In
addition, on December 14, 2010, we issued 1,250,000 shares of our common stock
to an entity in Florida pursuant to a Securities Settlement Agreement, dated
effective November 12, 2010, entered into with the entity in Florida at a price
of $0.01 per share resulting in the elimination of an additional $12,500 of
indebtedness on our books. We believe that the issuance is exempt
from registration under Section 4(2) of the Securities Act of 1933, as
amended.
Furthermore,
on December 17, 2010, we issued 2,000,000 shares of our common stock to an
entity in New Jersey pursuant to an Agreement for Conversion of Indebtedness to
Common Stock, dated November 29, 2010, entered into with the entity in New
Jersey at a price of $0.015 per share resulting in the elimination of $30,000 of
indebtedness on our books. We believe that the issuance is exempt
from registration under Section 4(2) of the Securities Act of 1933, as
amended.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d)
Exhibits
Exhibit No.
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Description of Exhibit
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99.1
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Form
of Agreement for the Sale and Assignment and Affirmation of
Obligations
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99.2
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Form
of Agreement for Conversion of Indebtedness to Common
Stock
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3
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 hereunto
duly authorized.
Dated: December
20, 2010
URANIUM
308 CORP.
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By:
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/s/ Dennis Tan
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Name:
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Dennis
Tan
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Title:
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President
and a Director
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4
EXHIBIT
INDEX
Exhibit No.
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Description of Exhibit
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Page Number
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99.1
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Form
of Agreement for the Sale and Assignment and Affirmation of
Obligations
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6
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99.2
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Form
of Agreement for Conversion of Indebtedness to Common
Stock
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13
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5